The Stockholders Representative Clause Samples
The Stockholders’ 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 each individual stockholder and thereby facilitating efficient management of post-closing issues.
The Stockholders Representative. (a) Each of the Material Stockholders does hereby irrevocably make, constitute and appoint the Stockholders’ Representative as his, her or its agent, to act in his, her or its name, place and stead, as such Material Stockholder’s attorney-in-fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of the Transaction Documents (including in the name of, or on behalf of, such Material Stockholder), (ii) make all elections or decisions entered into in connection with this Agreement and the other Transaction Documents, (iii) hold such Material Stockholder’s equity securities of the Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iv) act on such Material Stockholder’s behalf in connection with all obligations and agreements of the Material Stockholders under the Transaction Documents, (v) amend, waive or otherwise change the terms or conditions of this Agreement and each other Transaction Document on behalf of such Material Stockholder, (vi) defend, settle and make payments to the Ticketmaster Indemnified Parties on behalf of such Material Stockholder in connection with any claim for indemnification made by any Ticketmaster Indemnified Party pursuant to Article X hereof and to initiate and prosecute any claim for indemnification made by or on behalf of such Material Stockholder pursuant to Article X hereof (and such Material Stockholder recognizes and acknowledges, for the benefit of Ticketmaster and the Surviving Corporation, that he, she or it shall have no independent right to pursue any such claim), (vii) receive any deliveries of the Merger Consideration (as adjusted pursuant hereto), or other amounts due to such Material Stockholder under the Transaction Documents, review and accept all calculations regarding such payments and negotiate any modifications thereto (and such Material Stockholder recognizes and acknowledges, for the benefit of Ticketmaster and the Surviving Corporation, that he, she or it shall have no independent right to pursue any claim regarding such payments, calculations or modifications), (viii) give and receive on behalf of the Material Stockholders any and all notices from or to any Material Stockholder or Stockholders under the Transaction Documents, (ix) if necessary or desirable, as determined by the Stockholders’ Representative in its sole discretion, incorporate corporations, organize partnerships, organize limited li...
The Stockholders Representative. The Stockholders' Representative shall be the representative of the Stockholders after the Effective Time (and their agent and attorney-in-fact with the power and authority to take all action on behalf of all Indemnifying Parties with respect to any action or decisions required to be made under the Escrow Agreement, Section 10 or otherwise with respect to this Agreement and the Merger); and each of the Parent Group Members shall be entitled to deal with the Stockholders' Representative on such basis.
The Stockholders Representative. (a) By the execution and delivery of this Agreement, each Stockholder hereby irrevocably constitutes and appoints Media/Communications Partners II Limited Partnership and John ▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇d each of them acting singly, as his, her or its true and lawful agent and attorney-in-fact (together, the "Stockholders' Representative"), with full power of substitution to act in its name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to act on its behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders' Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power:
(i) to waive any condition to the obligations of such Stockholder to consummate the transactions contemplated by this Agreement;
(ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Stockholder which the Stockholders' Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;
The Stockholders Representative. Each of the Stockholders makes, constitutes and appoints the Stockholders’ Representative, with full power of substitution and re-substitution, as its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, deliver and perform any agreement, instrument, certificate or document required to be executed by the Stockholders or otherwise contemplated hereby, to make and authorize amendments to, or waivers of, this Agreement or any other agreement, instrument, certificate and document contemplated hereby, to enforce the obligations of the Companies or Prime under this Agreement or any other agreement, instrument, certificate and document contemplated hereby, to give and receive all notices required or permitted by the Stockholders’ Representative under this Agreement or any other agreement, instrument, certificate and document contemplated hereby. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of any Stockholder. This power of attorney may be exercised by the Stockholders’ Representative by listing the Stockholder executing any agreement, instrument, certificate and document contemplated hereby with the single signature of the Stockholders’ Representative acting as attorney-in-fact for such Stockholder. Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Stockholders’ Representative on behalf of the Stockholders pursuant to this Agreement or the other agreement, instrument, certificate and document contemplated hereby.
The Stockholders Representative