Holders Representative Sample Clauses
Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Holders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holder.
(b) A decision, act,...
Holders Representative. (a) Each Holder hereby designates the Founder (solely in his capacity as the representative of the Holders, the “Holders’ Representative”) as his or her representative, attorney-in-fact and agent with full power and authority:
(i) to execute and deliver the Transaction Documents and any documents or certificates required to be delivered pursuant to this Agreement or any of the Transaction Documents, and to agree to such amendments or modifications to this Agreement, any of the Transaction Documents and such other agreements, documents, instruments or certificates as the Holders’ Representative, in his sole discretion, determines to be desirable, in each case prior to the Closing Date or in connection with the consummation of the Transactions, the enforcement of rights under this Agreement or the defense of claims under this Agreement;
(ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement, the other Transaction Documents and the consummation of the Transactions as the Holders’ Representative, in his sole discretion, may deem necessary or desirable, including any amendments or modifications to this Agreement, in each case prior to the Closing Date or in connection with the consummation of the Transactions, the enforcement of rights under this Agreement or the defense of claims under this Agreement;
(iii) to collect and receive all moneys and other proceeds and property payable to the Holders pursuant to this Agreement, and, subject to any applicable withholding retention Laws, to disburse and pay the same to each Holder in accordance with the terms of this Agreement;
(iv) to enforce and protect the rights and interests of the Holders arising out of or under or in any manner relating to this Agreement, any of the other Transaction Documents and each other agreement, document, instrument or certificate referred to herein or therein or the Transactions, and to take any and all actions which the Holders’ Representative believes are necessary or appropriate under this Agreement and the other Transaction Documents for and on behalf of the Holders, including (but subject to Section 10.4 herein) asserting or pursuing any claim against the Acquiror or Parent, defending any Third-Party Claims or claims by any Acquiror Indemnified Party, consenting to, compromising or settling any such claims, and conducting negotiations with any Acquiror Indemnified Party or the Acquiror, Parent and their respective Representatives regardi...
Holders Representative. Prior to the disbursement of any amounts due and owing the Fully-Diluted Stockholders hereunder, upon receipt of written documentation from the Holders’ Representative, any fees and expenses reasonably incurred by the Holders’ Representative hereunder or in connection with the compromise, settlement or satisfaction of any claim asserted by or against the Holders’ Representative shall be reimbursed from such amounts otherwise due to the Fully-Diluted Stockholders.
Holders Representative. The Holders’ Representative will incur no liability of any kind with respect to any action or omission by the Holders’ Representative in connection with the Holders’ Representative’s services pursuant to this Agreement. The Holders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Holders will indemnify, defend and hold harmless the Holders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel) arising out of or in connection with the Holders’ Representative execution and performance of this Agreement, in each case as such costs or expenses are suffered or incurred;
Holders Representative. For the avoidance of doubt, the Holders’ Representative has full power and authority to give and receive any notice to be given by or to the Holders pursuant to this Article X or Section 7.14(c) and to make any decision or take any other action required to be made or taken by the Holders pursuant to this Article X or Section 7.14.
Holders Representative. Each Holder constituted and appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Holders’ Representative pursuant to the terms and provisions of Section 9.19 of the Purchase Agreement.
Holders Representative. (a) The Option Holder irrevocably makes, constitutes and appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as its agent (the "Holders' Representative") and authorizes and empowers him to fulfill the role of Holders' Representative hereunder and under the Escrow Agreement. In the event of the resignation of the Holders' Representative, the resigning Holders' Representative shall appoint a successor from among the Holders and who shall agree in writing to accept such appointment. If the Holders' Representative should die or become incapacitated, his successor shall be appointed within 15 days of his death or incapacity by a majority of the Shareholders pursuant to Section 11.16
Holders Representative. The Holders' Meeting may appoint a representative of the Holders of Notes (the "Holders' Representative") and one or more substitute representatives. The Holders' Representative and the substitute representative(s) cannot be involved in the management of the Issuer. In the event of incompatibility, resignation or revocation of a Holders' Representative, the Holders' Meeting will elect a replacement representative unless a substitute representative has been already appointed, in which case such substitute representative shall automatically assume the role of Holders' Representative. All interested parties will at all times have the right to obtain the name and address of the Representative(s) at the Issuer's headquarters or by email to the e-mail address ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇. The Holders' Representative(s) shall have the right to represent the Holders of Notes before the Issuer and the courts of justice. The Holders' Representative(s) may also be entrusted by the Holders' Meeting to perform supervisory actions and to protect the common interests of the Holders of Notes.
Holders Representative. Each of the Holders hereby irrevocably appoints the Holders’ Representative as its representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Holder with respect to this Agreement and the Escrow Agreement, including with respect to the Escrow and the Escrow Fund, and to act on behalf of such Holder in any amendment of or litigation or arbitration in connection therewith and to do or refrain from doing all such further acts and things, and to execute all such
Holders Representative. Each Holder hereby appoints and authorizes the Holders Representative to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Other Agreements as are delegated to the Holders Representative by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for hereunder and under the Other Agreements, the Holders Representative is not required to take any action or exercise any discretion, but shall act or refrain from acting upon the instructions of the Majority Holders.