Shareholder Representative Powers and Authority Clause Samples

Shareholder Representative Powers and Authority. In the event ----------------------------------------------- the Amalgamation is approved, effective upon such vote, and without further act of any Company Shareholder, ▇▇▇▇▇▇ ▇. ▇▇▇▇ shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") of each Company Shareholder (except such shareholders, if any, as shall have perfected their Dissenters' Rights). The Shareholder Representative shall have full power and authority to represent all of the Company Shareholders and their successors with respect to all matters arising under this Agreement and the Escrow Agreement and all actions taken by the Shareholder Representative hereunder and thereunder shall be binding upon all such Company Shareholders and their successors as if expressly confirmed and ratified in writing by each of them. The Shareholder Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Company Shareholders, as fully as if the Company Shareholders were acting on their own behalf, including, without limitation, defending all indemnity claims against the Company Shareholders pursuant to Section 8.2 of this Agreement (an "Indemnity Claim"), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent and the Escrow Agent under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Shareholder Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Company Shareholders and such successors. Notwithstanding the foregoing, each Company Shareholder shall have the right to exercise any voting rights appertaining to the Indemnification Shares in proportion to the Proportionate Stock Interest (as such term is defined in the Escrow Agreement) of such Company Shareholder, rounded down to the nearest whole number of shares.
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Related to Shareholder Representative Powers and Authority

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.