Appointment of Stockholders’ Representative. (a) By voting in favor of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"), to be its true and lawful attorney-in-fact for all matters in connection with this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion.
Appointment of Stockholders’ Representative. For purposes of (i) negotiating and settling matters with respect to the Contingent Value Rights and (ii) taking any and all actions necessary or appropriate in the judgment of the Stockholders’ Representative on behalf of the holders of Contingent Value Rights in connection with this Agreement (as it relates to Contingent Value Rights) and the CVR Agreement (including engaging counsel, accountants or other advisors and executing any agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the foregoing, in each case to the extent permitted by the CVR Agreement), the Stockholders’ Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the holders of Contingent Value Rights, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consent on behalf of and as agent for the holders of the Contingent Value Rights at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement (as it relates to the Contingent Value Rights) and the CVR Agreement, and to facilitate the consummation of the transactions contemplated hereby (as it relates to the Contingent Value Rights) and thereby. By executing this Agreement, the Stockholders’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Stockholders’ Representative shall have the power to take any of the following actions on behalf of the holders of the Contingent Value Rights: to give and receive notices, communications and consents under this Agreement (as it relates to the Contingent Value Rights) and the CVR Agreement on behalf of the holders of Contingent Value Rights; to negotiate, enter into settlements and compromises of, resolve and comply with Law and other orders or awards of third-party intermediaries with respect to any disputes arising under the CVR Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Represe...
Appointment of Stockholders’ Representative. By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Stockholder shall be deemed to have approved Shareholder Representative Services LLC as of the Closing as the representative, agent and attorney-in-fact for each of the Stockholders for all purposes in connection with this Agreement and the agreements ancillary thereto, and to act as Stockholders’ Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 10.1 and the Ancillary Documents (the “Stockholders’ Representative”). In the event of the resignation, death or incapacity of the Stockholders’ Representative, a successor Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be appointed by a majority-in-interest of the Stockholders by execution of an instrument in writing delivered by such Stockholders to Parent.
Appointment of Stockholders’ Representative. The provisions contained in Section 1.13 of the Merger Agreement are hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such provisions.
Appointment of Stockholders’ Representative. (a) Each Stockholder hereby irrevocably agrees to the appointment of Baupost Capital, L.L.C. (the “Stockholders’ Representative”) as its agent and attorney-in-fact for purposes of taking action with respect to Article VIII of the Merger Agreement, the Escrow Agreement and Schedule 1.1(a) to the Merger Agreement and consents to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it under the Merger Agreement, the Escrow Agreement and Schedule 1.1(a) to the Merger Agreement and to exercise such rights, power and authority, as are incidental thereto (including the right, power and authority to retain attorneys, accountants and other advisors to assist it in the performance of its duties thereunder). Each Stockholder agrees that the Stockholders’ Representative shall have the ability and power to execute and deliver all instruments, certificates and other documents of every kind incident to the foregoing and with all right, power and authority to act on its behalf in connection therewith. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Article VIII of the Merger Agreement, the Escrow Agreement and Schedule 1.1(a) to the Merger Agreement. If the Stockholders’ Representative shall resign its position or be unable to fulfill its responsibilities as agent of the Company stockholders, then Phoenix Rental Partners, LLC shall, within ten days after a request by Parent, appoint a successor representative. Any such successor shall become the “Stockholders’ Representative” for purposes of Article VIII of the Merger Agreement, the Escrow Agreement and Schedule 1.1(a) to the Merger Agreement. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to Baupost Capital, L.L.C.
Appointment of Stockholders’ Representative. Dx. Xxxxxxxx shall be the agent and attorney-in-fact for each of the Stockholders to act as Stockholders’ Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 10.1 and the Ancillary Documents (the “Stockholders’ Representative”). In the event of the resignation, death or incapacity of the Stockholders’ Representative, a successor Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders’ Representative.
Appointment of Stockholders’ Representative. (a) Appointment. Without further action of any of the Corporation, the Stockholders Representative or any Stockholder, and as partial consideration of the benefits conferred by this Agreement, the Stockholders Representative is hereby irrevocably constituted and appointed, with full power of substitution, to act in the name, place and stead of each Stockholder with respect to the taking by the Stockholders Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders Representatives under this Agreement (and any potential agreement with the Corporation to terminate this Agreement earlier than such time as is provided in Section 4.01 provided that any payment made by the Corporation upon such an early termination shall be paid to each Stockholder based on such Stockholder’s Applicable Percentage). The power of attorney granted herein is coupled with an interest and is irrevocable and may be delegated by the Stockholders Representatives. No bond shall be required of the Stockholders Representatives, and the Stockholders Representatives shall receive no compensation for its services.
Appointment of Stockholders’ Representative. The Company hereby designates and appoints and each Stockholder by acceptance of Merger Consideration, shall be deemed to have designated and appointed Xxxxxxx Xxxxxxxxx with full power of substitution (the "Stockholders' Representative") as the representative of any such Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Stockholders and hereby acknowledge that the Stockholders' Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any Stockholder. Each Stockholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Stockholder. Each Stockholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each Stockholder pursuant to this Agreement except for the Stockholders' Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Stockholders' Representative and are and will be entitled and authorized to give notices only to the Stockholders' Representative for any notice contemplated by this Agreement to be given to any such Stockholder.
Appointment of Stockholders’ Representative. Any action or remedy of the Stockholders under this Agreement, including without limitation, a request for arbitration or indemnification, must be exercised jointly by the Stockholders. For the purposes of this Agreement, the Stockholders appoint Dougxxx Xxxx (xx such other person as all of the Stockholders shall notify in writing) as the designated representative of the Stockholders, authorizing him to accept any notice for the Stockholders under Section 8.9 of this Agreement, and, with the exception of executing any of the Transaction Documents, to act on behalf of the Stockholders for all matters arising after the date of this Agreement.
Appointment of Stockholders’ Representative. Approval of this Agreement of Merger pursuant to Section 251 of the Delaware General Corporation Law shall be deemed to also constitute the irrevocable appointment of Sandpiper Ventures LLC, a Texas limited liability company, as the true and lawful representative, agent and attorney-in-fact of the Stockholders with the following authority:
