Stockholder Representative Agreement definition

Stockholder Representative Agreement means the Stockholder Representative Agreement to be entered into by the Company and the Company Stockholders prior to the Warrant Exercise Closing Date.

Stockholder Representative Agreement means that certain Stockholder Representative Agreement, dated as of the Closing Date, by and among the Stockholder Representative and all of the Company Stockholders, substantially in the form attached hereto as Exhibit D.

Stockholder Representative Agreement means an agreement acknowledged by the Stockholder Representative substantially in the form of Exhibit B hereto.

Examples of Stockholder Representative Agreement in a sentence

• The Stockholder Representative shall be appointed in accordance with the terms and conditions of the Stockholder Representative Agreement, and the Company shall promptly (and, in any event, no later than the Warrant Exercise Closing Date) provide the Warrant Holder with written notice of any such appointment, including a copy of the instrument pursuant to which the Stockholder Representative accepts such appointment.

• Subject to the right of the Company Stockholders to appoint a successor Stockholder Representative pursuant to the Stockholder Representative Agreement, the Company and the may not revoke the authority of the Stockholder Representative.

• Each share of Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any shares of Common Stock to be cancelled pursuant to Section 1.07(c)) shall be cancelled and converted into the right to receive an amount equal to the portion of the Merger Consideration in accordance with the Stockholder Allocation subject to the Stockholder Representative Agreement and as specified in this Agreement and the Escrow Agreement.

• On or before the Closing, and as a condition precedent to the obligations of the Buyer to consummate the Transactions, the Company shall deliver to the Buyer the Stockholder Representative Agreement, executed and delivered by all of the Company Stockholders which, among other things, confirms their agreement to be bound by the terms of this Agreement.

• No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for its services other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, by and among Shareholder Representative Services LLC, Target and certain of the stockholders of Target.

• The Stockholder Representative, who shall be reasonably acceptable to Buyer, shall have acknowledged the Stockholder Representative Agreement.

• The Stockholder Representative shall be entitled to reasonable compensation from the Company Stockholders for its services and reimbursement of all expenses (including reasonable attorneys’ fees and the cost of errors and omissions insurance) incurred in its capacity as Stockholder Representative in the manner set forth in the Stockholder Representative Agreement.

• No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, entered into by and among the Stockholder Representative, the Company and certain of the Stockholders.

• The adoption of this Agreement and the Requisite Stockholder Approval constitutes approval of the Stockholder Representative Agreement, the Exchange Agreement, the Stockholder Representative Escrow Agreement, the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Indemnity Escrow Funds and the Stockholder Representative Escrow Funds in escrow and the appointment of the Stockholder Representative.

• If to the Stockholder Representative, to the address and facsimile number set forth in the Stockholder Representative Agreement entered into in connection with the transactions contemplated hereby.

More Definitions of Stockholder Representative Agreement

Stockholder Representative Agreement has the meaning set forth in Section 9.1(a).

Stockholder Representative Agreement has the meaning set forth in ss.10(n) below.

Stockholder Representative Agreement means that certain Stockholder Representative Agreement, dated as of the Closing Date, by and among the Stockholder Representative and all of the Company Stockholders, substantially in the form attached hereto as Exhibit D .