The Stockholder Representative Clause Samples
The Stockholder Representative clause designates an individual or entity to act on behalf of all stockholders in connection with certain post-closing matters of a transaction, such as mergers or acquisitions. This representative is typically empowered to make decisions, receive notices, and take actions related to indemnification claims, escrow releases, or dispute resolutions that arise after the deal closes. By centralizing authority in a single representative, the clause streamlines communication and decision-making, preventing the need to obtain consent from every individual stockholder and thereby facilitating efficient administration of post-closing obligations.
The Stockholder Representative. (a) The Stockholders will authorize, designate and appoint, as part of their approval and adoption of this Agreement and the transactions contemplated herein, the Stockholder Representative to act as the sole and exclusive agent, attorney-in-fact and representative of each of the Stockholders by the consent of the Stockholders and as such is hereby authorized and directed to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the account of the Stockholders and making any and all determinations required by this Agreement or the Escrow Agreement) which may be required in carrying out his duties under this Agreement or the Escrow Agreement, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Stockholder Representative under this Agreement or the Escrow Agreement in connection with the transactions contemplated hereby and thereby, and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholder Representative consistent therewith shall be absolutely and irrevocably binding on each Stockholder as if such Stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Stockholder's individual capacity.
(b) The Stockholder Representative shall have no duties towards the Stockholders, and shall not incur any liability to the Stockholders, and the Stockholders shall have no claims, including those that may arise in the future, against the Stockholder Representative for any action or inaction taken or not taken by him in connection with his service as the Stockholder Representative, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. The Stockholders shall severally indemnify and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders' Agent ("Stockholder Representative Expenses"). Following the termination date of the escrow,...
The Stockholder Representative. (a) As long as there are Escrow Shares held in escrow pursuant to this Escrow Agreement, the Major Stockholders, and each of them, will be represented by the Stockholder Representative, who is empowered to receive any notice under this Escrow Agreement for the Major Stockholders, and each of them, and to give any and all notices and instructions and take any and all action for and on behalf of the Major Stockholders, and each of them, under this Escrow Agreement. The Major Stockholders will have the right to remove the Stockholder Representative and, upon such removal or, in the event of the Stockholder Representative's death or resignation, to appoint as the new Stockholder Representative any former stockholder at any time and from time to time during the period when any shares are held in escrow, by a vote of Major Stockholders holding majority interest in the Escrow Shares held in escrow at such time evidenced by a writing executed by such Major Stockholders. The appointment of a new Stockholder Representative will be of no force or effect whatsoever upon SystemSoft or the Escrow Agent or otherwise under this Escrow Agreement until three days after the later of the dates when SystemSoft or the Escrow Agent is deemed to have received written notice of such appointment, which notice must include at least: (i) the identity and address of the new Stockholder Representative and a statement that such Stockholder Representative has been appointed by a vote of Major Stockholders holding a majority interest in the Escrow Shares then held in escrow; (ii) the duly acknowledged signatures of each of the Major Stockholders voting for the new Stockholder Representative; and (iii) a statement that any non-signing Major Stockholder has been notified in writing of the appointment of the new Stockholder Representative. SystemSoft and the Escrow Agent will be entitled to rely on any notice received in such form without conducting an investigation of the contents thereof. Any notice given to the Stockholder Representative will constitute notice to each and all of the Major Stockholders at the time notice is given to the Stockholder Representative. Any action taken by, or notice or instruction received from, the Stockholder Representative will be deemed to be action by, or notice or instruction from, each and all of the Major Stockholders. SystemSoft may and the Escrow Agent will disregard any notice or instruction received from any Major Stockholder other than the then act...
The Stockholder Representative. The parties hereto acknowledge and agree that the Stockholder Representative (in its capacity as the Stockholder Representative) is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that the Stockholder Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto or to any Purchaser Indemnitee in connection with any obligations of the Stockholder Representative under this Agreement, the Escrow Agreement, any agreements ancillary hereto, or otherwise in respect of this Agreement or the transactions contemplated hereby.
The Stockholder Representative