Change Shareholder Representatives Sample Clauses
The Change Shareholder Representatives clause outlines the process by which shareholders can alter the individuals designated to represent their interests in a company. Typically, this clause specifies the conditions under which a shareholder may appoint a new representative, such as providing written notice to the company or meeting certain approval requirements. Its core function is to provide flexibility and ensure that shareholders can maintain effective representation as their needs or circumstances change, thereby promoting responsive governance and clear communication channels.
Change Shareholder Representatives. (a) Each Change Shareholder hereby irrevocably appoints the Change Shareholder Representatives as the sole and exclusive agent, proxy and attorney-in-fact for such Change Shareholder for all purposes of this Agreement, with full and exclusive power and authority to act on such Change Shareholder’s behalf; provided that the Blackstone Representatives are not appointing the H&F Representatives and the H&F Representatives are not appointing the Blackstone Representatives for purposes of Section 7.13(b). The appointment of the Change Shareholder Representatives hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Change Shareholder. Without limiting the generality of the foregoing, the Change Shareholder Representatives are hereby authorized and acting by mutual consent as set forth in Section 7.13(b) below, on behalf of the Change Shareholders, to:
(i) execute and receive all documents, instruments, certificates, statements and agreements on behalf of and in the name of each Change Shareholder necessary to effectuate this Agreement;
(ii) receive and give all notices and service of process, make all filings, enter into all contracts, make all decisions, bring, prosecute, defend, settle, compromise or otherwise resolve all claims, disputes and actions, authorize payments in respect of any such claims, disputes or actions, and take all other actions, in each case, as set forth in Section 7.8 and Section 7.9 or any other actions directly or indirectly arising out of or relating to this Agreement;
(iii) execute and deliver, should it elect to do so in its good faith discretion, on behalf of the Change Shareholders, any amendment to, or waiver of, any term or provision of this Agreement, or any consent, acknowledgment or release relating to this Agreement; and
(iv) take all other actions permitted or required to be taken by or on behalf of the Change Shareholders under this Agreement and exercise any and all rights that the Change Shareholders and the Change Shareholder Representatives are permitted or required to do or exercise under this Agreement.
(b) The Change Shareholder Representatives will have full and complete authority, power and discretion to take all actions permitted or required by the Change Shareholders or the Change Shareholder Representatives under this Agreement; provided, that such actions may only be taken by mutual consen...