Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, condition...
Stockholders’ Representative. (a) Each of the Stockholders, by such Stockholder’s execution of this Agreement, hereby irrevocably appoints the Stockholders’ Representative as agent and attorney in fact for the Company and such Stockholder, and authorizes the Stockholders’ Representative (i) to take all action necessary to consummate the transactions contemplated by this Agreement and the Escrow Agreement, or the defense and/or settlement of any claims for which such Stockholder may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Stockholder Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrow Shares or such portion of the FDA Acceptance Consideration Shares and the FDA Approval Consideration Shares in satisfaction of claims by the Purchaser, including with respect to the Net Debt Adjustment Amount and in accordance with ARTICLE X, (iv) to make decisions on behalf of the Company and such Stockholder and take any and all additional action as is contemplated to be taken by or on behalf of such Stockholder by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Stockholder Related Agreements, and (C) the Estimated Net Debt, the Final Net Debt and the Net Debt Adjustment Amount.
Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement...
Stockholders’ Representative. (a) As used in this Agreement, the "Stockholders' Representative" shall mean Georxx Xxxx xx any person appointed as a successor Stockholders' Representative pursuant to Section 1.06(b) hereof.
Stockholders’ Representative. DLJMB will serve as the Stockholders’ Representative (in such capacity, the “Stockholders’ Representative”) and will take such actions to be taken by the Stockholders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of the Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, including (i) taking all actions and making all filings on behalf of the Stockholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by any Transaction Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, and complying with orders of courts with respect to any claims under any Transaction Agreement, (iii) subject to Section 11.03, negotiating and executing any waivers or amendments of this Agreement and (iv) taking all other actions that are either (A) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (B) contemplated by the terms of any Transaction Agreement. The Stockholders’ Representative shall not be liable to any Holder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgment. Buyer and MergerCo shall be entitled to rely on any and all actions taken by the Stockholders’ Representative as provided for under this Agreement without any liability to, or obligation to inquire of, any Holder. Buyer and MergerCo shall have no liability for any acts or omissions of the Stockholders’ Representative or otherwise with respect to any claim brought by any Holder against any other Holder or the Stockholders’ Representative.
Stockholders’ Representative. (a) Each holder of Company Common Stock, by signing this Agreement, designates Xxxx Xxxxxx Xxxxxxx or, in the event that Xxxx Xxxxxx Xxxxxxx is unable or unwilling to serve, Xxxxxxx Xxxxxxxxxx to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf.
Stockholders’ Representative. (a) (i) The holders of Company Stock, by virtue of having approved and adopted this Agreement by executing and delivering the Stockholders’ Written Consent and as acknowledged and agreed in their respective letters of transmittal delivered in connection with the surrender of their respective share certificates, and, in addition, in the case of the Principal Stockholders, by virtue of their execution of and delivery of this Agreement, and without any further act of any holder of Company Stock, and (ii) the holders of Company Securities (other than Company Stock) as of immediately prior to the Effective Time (the “Additional Holders”), as acknowledged and agreed in their respective letters of transmittal delivered in connection with the exchange of their respective Company Securities or, and without any further act of any Additional Holder, will be deemed (a) to have constituted and appointed, effective as of the Effective Time, Xxxxxxx X. Xxxxxxxxxx (together with his, her or its permitted successors, the “Stockholders’ Representative”) as their true and lawful agent, proxy and attorney-in-fact, to execute and deliver any agreement or instrument to be entered into or delivered in connection with the transactions contemplated by this Agreement on their behalf, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement and to exercise all or any of the powers, authority and discretion conferred on the Stockholders’ Representative under this Agreement or any other agreement or instrument entered into or delivered in connection with the transactions contemplated hereby, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing, and (b) to have irrevocably agreed to, and be bound by and comply with, all of the obligations of holders of Company Stock and the Additional Holders set forth herein and, with respect to the Escrow Holders, in the Escrow Agreement.
Stockholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Stockholders, (ii) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby and (iii) the settlement of any dispute with respect to the Agreement, the Stockholders hereby designate Xx. Xxxxx Xxxxxxxxx as their representative (the "Stockholders' Representative").
Stockholders’ Representative. Each Stockholder hereby appoints ---------------------------- Oakleigh Xxxxxx as Stockholders' Representative to act as Stockholders' Representative for purposes of giving and receiving notices under this Agreement.
Stockholders’ Representative. (a) The stockholders of the Company, by approving and adopting this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint the Stockholders’ Representative as their agent and attorney-in-fact for purposes of Section 8 and the Escrow Agreement, and consent to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to the Indemnified Parties of cash or shares of Parent Common Stock, as applicable, out of the Escrow Fund in satisfaction of claims by the Indemnified Parties. The Stockholders’ Representative hereby agrees to negotiate, enter into settlements and compromises of Claims, including third-party Claims, and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such Claims, resolve any Claim made pursuant to Section 8; and take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Xxxxxxx Xxxxxxx hereby accepts his appointment as the Stockholders’ Representative for purposes of Section 8 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 8 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Company stockholder by the Stockholders’ Representative, as fully binding upon such Company stockholder.
