Shareholder Representatives Sample Clauses

Shareholder Representatives. Each of Cosan and Shell shall appoint one of its respective senior executives as a shareholder representative of that party in respect of the Sugar and Ethanol Co (each such individual, a “Shareholder Representative”).

Shareholder Representatives. (a) Each of the Transferors hereby designates ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any Transferor. (b) Each Transferor shall severally indemnify the Shareholder Representatives and hold each Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of such Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) Each Transferor acknowledges and agrees that the Shareholder Representatives shall be entitled to rely on the opinion of counsel and that upon such reliance on counsel the Shareholder Representatives shall have performed their duties in good faith. (d) The appointment and designation of the Shareholder Representatives pursuant to this Section 10 shall be irrevocable, except in the event of the resignation of a Shareholder Representative, in which event the Transferors who then hold a majority of the Company Shares begin transferred pursuant to this Agreement shall promptly (i) designate the successor Shareholder Representative or Representatives and (ii) deliver written notice to the other parties hereto of such designation.

Shareholder Representatives. (a) By approving the Merger at the Shareholders’ Meeting or by written consent of the Company’s shareholders or, in the case of the Signing Shareholders, by execution of this Agreement, each Company Shareholder hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Shareholder Representatives. The Shareholder Representatives shall have sole and exclusive authority to act for and on behalf of all Company Shareholders with respect to all matters arising in connection with this Agreement, including, without limitation, the power and authority, in his sole discretion, to (i) take any action contemplated to be taken by the Company Shareholders under this Agreement and the Escrow Agreement; (ii) negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement; and (iii) make, execute, acknowledge and deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other instruments, and generally do any and all things and take any and all actions that may be requisite, proper or advisable in connection with this Agreement; provided, however, that the Shareholder Representatives shall not have the power and authority, for and on behalf of the Company Shareholders, to amend the terms of this Agreement. Notwithstanding anything else contained herein, prior to taking any material action, including without limitation, any action that requires any Shareholder Representative to execute any document, the settlement of any Claims or the distribution of any Escrow Amount, the Shareholder Representatives are required to receive the written consent of the Company Shareholders holding at least 50.01% of the Shares of the Company as of the date of this Agreement, on an as-converted to Common Stock basis (the “Requisite Holders”) (b) The appointment of the Shareholder Representatives may not be revoked except in accordance with this Section 9.7(b). The Shareholders Representatives, or either of the them, may be replaced by the Company Shareholders from time to time upon notice given to Parent, which replacement shall be effective one business day after receipt of such notice by Parent; provided that no Shareholder Representative may be replaced unless the Requisite Holders agree in writing to such removal and to the identity of the substituted Shareholder Representative. If at the time of any such replacement of any Shareholder Representative, the deadline hereunder for Parent to pr...

Shareholder Representatives. (a) Each Company Shareholder will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, each of Davi▇ ▇▇▇▇▇▇, ▇▇ep▇▇▇ ▇▇▇▇▇ ▇▇▇ R, Greg▇ ▇▇▇▇▇ (▇▇gether with their permitted successors, the "SHAREHOLDER REPRESENTATIVES"), as his true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Broo▇▇ Common Stock and cash issuable in accordance with Sections 2.7, 2.8 and 2.9), to give and receive notices on his behalf and to be his exclusive representatives with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Broo▇▇ ▇▇ the Surviving Corporation may be entitled to indemnification and the Shareholder Representatives agree to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representatives shall not be liable to anyone for any action taken or not taken by them in good faith or for any mistake of fact or law for anything that they may do or refrain from doing in connection with their obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Company Common Stock (treating the Company Preferred Stock on an as-converted basis) or (ii) in the absence of his own gross negligence or willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders and Broo▇▇ ▇▇▇ll, jointly and severally, indemnify and hold the Shareholder Representatives, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by them as Shareholder Representatives in accordance with this Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negl...

Shareholder Representatives. (a) Each of the Shareholder Representatives is hereby appointed as agent and attorney-in-fact, for and on behalf of each Indemnifying Party, to give and receive notices and communications related to claims for Losses, to authorize payment to the order of an Indemnified Party from the Escrow Fund in satisfaction of claims by an Indemnified Party, to object to and defend against such claims, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Parent; provided, however, that a Shareholder Representative may not be removed unless holders of a sixty percent (60%) interest in the Escrow Fund agree to such removal; provided that if such removal results in there being no Shareholder Representatives, then the removal shall not be effective until the Shareholders shall have appointed a substituted agent. A Shareholder Representative may resign at any time upon thirty (30) days advance notice to Parent, the Escrow Agent and the other Shareholder Representatives. A vacancy in a position of Shareholder Representative may be filled by holders of sixty percent (60%) interest in the Escrow Fund. No bond shall be required of the Shareholder Representatives, and the Shareholder Representatives shall not receive any compensation for their services. Notices or communications to or from the Shareholder Representatives shall constitute notice to or from the Indemnifying Parties. Only actions taken by a majority of the Shareholder Representatives shall be deemed as actions taken by the Shareholder Representatives in connection with the obligations set forth in this Agreement. (b) The Shareholder Representatives shall not be liable for any act done or omitted hereunder as representatives of the Indemnifying Parties while acting in good faith even though such act or omission constitutes negligence on the part of such Shareholder Representative. The Shareholder Representatives may engage attorneys, accountants and other professionals and experts. Each Shareholder Representative may in good faith rely conclusively on information, reports, statements, opinions, i...

Shareholder Representatives. For the purposes of approving the matters set out in section 2.6, each of the Shareholders shall appoint two representatives (“Shareholder Representatives”) and the initial Shareholder Representatives shall be as follows: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Each of the Shareholder Representatives shall have full authority to act on behalf of and to bind the Shareholder who appointed him or her, and all decisions and determinations made by a Shareholder Representative in respect of matters under this Agreement shall be binding on the Shareholder who appointed him or her. Each of the Shareholders may at any time and from time to time by notice replace any one or both of its Shareholder Representatives and any Shareholder Representative so replaced shall cease to be a Shareholder Representative upon the delivery of a copy of such notice to the other Shareholder.

Shareholder Representatives. A body corporate or association that is a shareholder of the Corporation may be represented at a meeting of shareholders by any individual authorized by a resolution of its directors or governing body and such individual may exercise on behalf of the body corporate or association which such individual represents all the powers it could exercise if it were an individual shareholder.

Shareholder Representatives compensation for their services. Notices or communications to or from the Shareholder Representatives shall constitute notice to or from each of the Shareholders.

Shareholder Representatives. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, each subsequent holder of the Shares. The Shareholders(s) may resign and appoint successors only with the consent of the former Shareholder(s) and their Shareholder Representative, and the Corporation shall be entitled to rely on the directions of the Shareholder(s) and/or their Shareholder Representatives herein until receipt of notice from them as to the due appointment of a successor, and the Corporation shall thereupon be entitled to rely on such notice in dealing with such successor representative.