Company Shareholders Representative Sample Clauses
The Company Shareholders Representative clause designates an individual or entity to act on behalf of all company shareholders in connection with certain post-closing matters, typically in a merger or acquisition. This representative is authorized to make decisions, give consents, and take actions related to issues such as indemnification claims, escrow releases, or dispute resolutions that may arise after the transaction closes. By centralizing authority in a single representative, the clause streamlines communication and decision-making, preventing delays and confusion that could result from requiring input from numerous shareholders.
Company Shareholders Representative. (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby appointed as agent and attorney-in-fact for and on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the judgment of the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the appointment of a successor Company Shareholders’ Representative. No bond shall be required of the Company Shareholders’ Representative, and the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holder.
(b) The Company Shareholders’ Representative shall not have any liability for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered or omitted to be taken by her hereunder as Company Shareholders’ Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. The Company Shareholders’ Representative may, in all questions arising hereunder, rely on the advice of counsel and the Company Shareholders’ Representative shall not be liable to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such dutie...
Company Shareholders Representative. 9.1 The Company Shareholders’ Representative represents and warrants to Parent and the Escrow Agent that he has the irrevocable right, power and authority (i) to enter into and perform this Agreement and to bind all of the Company Shareholders to its terms, (ii) to give and receive directions and notices hereunder, and (iii) to make all determinations that may be required or that he deems appropriate under this Agreement.
9.2 Until Parent and the Escrow Agent shall have received written notice from the Company Shareholders’ Representative of the appointment of a successor Company Shareholders’ representative, Parent and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of the Company Shareholders’ Representative to act on behalf of the Company Shareholders.
Company Shareholders Representative. The Company Shareholders hereby jointly authorize ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to act as their representative (the "Company Shareholders Representative"), with the right of substitution, for purposes of all actions to be effected and all things to be done by each of them under this Agreement, including, without limitation, to implement the share exchange contemplated under this Agreement.
Company Shareholders Representative. The Company Shareholders, Trinity, RD Active and XOptics each have authorized St▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇o act as their representative (the "Company Shareholders Representative"), with the right of substitution, for purposes of all actions to be effected and all things to be done by each of them under this Agreement, including, without limitation, to implement the Share Exchange contemplated under this Agreement.
Company Shareholders Representative. 9.1 The Company Shareholders’ Representative represents and warrants to Parent and the Escrow Agent that he/she has the irrevocable right, power and authority (i) to enter into and perform this Agreement and to bind all of the Company Shareholders to its terms, (ii) to give and receive directions and notices hereunder, and (iii) to make all determinations that may be required or that he/she deems appropriate under this Agreement.
9.2 Until notified in writing by the Company Shareholders’ Representative that he/she has resigned or has been removed by the action of not less than two-thirds of the Company Shareholders, the Escrow Agent may rely conclusively and act upon the directions, instructions and notices of the Company Shareholders’ Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by a majority-in-interest of the Company Shareholders filed with the Escrow Agent.
Company Shareholders Representative. The shareholders of the Company, by adopting and approving this Agreement, and by approving the Merger and the transactions contemplated thereby, hereby irrevocably appoint ▇▇▇ ▇▇▇▇▇▇▇ as their agent for purposes of Section 11 and the Escrow Agreement (the "Company Shareholders' Representative"), and ▇▇▇ ▇▇▇▇▇▇▇ hereby accepts his appointment as the Company Shareholders' Representative for purposes of Section 11 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Company Shareholders' Representative on all matters relating to Section 11 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company shareholder by the Company Shareholders' Representative, and on any other action taken or purported to be taken on behalf of any Company shareholder by the Company Shareholders' Representative, as fully binding upon such Company shareholder. If the Company Shareholders' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company shareholders, then ▇▇▇▇▇▇ ▇▇▇▇▇ shall, within ten days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the "Company Shareholders' Representative" for purposes of Section 11, the Escrow Agreement and this Section 12.1. If for any reason there is no Company Shareholders' Representative at any time, all references herein to the Company Shareholders' Representative shall be deemed to refer to ▇▇▇ ▇▇▇▇▇▇▇.
Company Shareholders Representative. The shareholders of the Company, by adopting this Agreement and the transactions contemplated hereby, hereby irrevocably appoint Bruc▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ M. Kenn▇▇▇ ▇▇▇▇▇▇ ▇▇ their agents to act, jointly and severally, on their behalf for purposes of Section 9 and the Escrow Agreement (each a "Company Shareholders' Representative"). Parent shall be entitled to deal exclusively with either Company Shareholders' Representative on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company shareholder by either Company Shareholders' Representative, and on any other action taken or purported to be taken on behalf of any Company shareholder by either Company Shareholders' Representative, as fully binding upon such Company shareholder. The rights and obligations of such Company Shareholders' Representatives shall be as set forth in the Escrow Agreement.