Common use of Designation and Replacement of Holder Representative Clause in Contracts

Designation and Replacement of Holder Representative. The parties have agreed that it is desirable to appoint the Holder Representative as the initial Holder Representative, and approval of this Agreement by the holders of Common Shares and Vested Options shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares at the Effective Time of the Merger (“Majority Holders”). In the event that a Holder Representative has resigned or been removed, such resignation or removal shall only become effective upon the appointment of a new Holder Representative (the “New Holder Representative”) by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the New Holder Representative and written acknowledgement by the New Holder Representative that it shall be a party to this Agreement, with the same rights and obligations as the Holder Representative.

Appears in 1 contract

Samples: Merger Agreement (Rexnord Corp)

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Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to appoint designate a representative to act on behalf of the Holders (the “Holder Representative Representative”). Prior to the effective date of the Registration Statement, the Company shall designate a Person to serve as the initial Holder RepresentativeRepresentative by obtaining an executed joinder to this Agreement from such Person in a form reasonably satisfactory to BlueRiver, and the approval of this Agreement by the holders of Common Shares and Vested Options Holders shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and prior to the Closing, the Holder Representative may be removed by the Company and following the Closing, from time to time, by a vote of Persons which then collectively owned more than fifty percent (50%) own a majority of the Aggregate Fully-Diluted Common Shares at Surviving Company Class A Units issued to the Effective Time Holders in respect of the Merger that remain outstanding as of such time (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, such resignation or removal shall only become effective upon the appointment of a new Holder Representative (the “New Holder Representative”) shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the New Holder Representative and written acknowledgement by the New Holder Representative that it shall be a party to this Agreement, with the same rights and obligations as the new Holder Representative.

Appears in 1 contract

Samples: Merger Agreement (BlueRiver Acquisition Corp.)

Designation and Replacement of Holder Representative. The parties have agreed that it is desirable to appoint designate a representative to act on behalf of holders of the Target Companies Common Stock and Target Companies Stock Options for certain limited purposes, as specified herein (the "Holder Representative Representative"). The parties have designated EG&G Technical Services Holdings, L.L.C. as the initial Holder Representative, and approval of this Agreement by the holders of the Target Companies Common Shares Stock and Vested Stock Options shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which holders that collectively owned more than fifty percent (50%) % of the Aggregate Fully-Diluted shares of EG&G Common Shares Stock at the Effective Time and 50% of the Merger shares of Lear Common Stock at the Effective Time ("Majority Holders"). In the xxx event that a Holder Representative has resigned or been removed, such resignation or removal shall only become effective upon the appointment of a new Holder Representative (the “New Holder Representative”) shall be appointed by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the New Holder Representative and written acknowledgement by the New Holder Representative that it shall be a party to this Agreement, with the same rights and obligations as the new Holder Representative.

Appears in 1 contract

Samples: Merger Agreement (Urs Corp /New/)

Designation and Replacement of Holder Representative. The parties Parties have agreed that it is desirable to appoint designate a representative to act on behalf of the Company Equityholders for certain limited purposes, as specified herein (the “Holder Representative Representative”). The Parties have designated Xxxxxxx Xxxxx & Partners, L.P. as the initial Holder Representative, and approval of this Agreement by the holders of Common Shares and Vested Options Company Equityholders shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons the Company Equityholders which collectively owned hold at such time (or following the Closing, held immediately prior to the Effective Time) a Pro Rata Percentage of more than fifty percent (50%) of (the Aggregate Fully-Diluted Common Shares at the Effective Time of the Merger (“Majority HoldersEquityholders”). In the event that a Holder Representative has resigned or been removed, such resignation or removal shall only become effective upon the appointment of a new Holder Representative (the “New Holder Representative”) shall be appointed by a vote of the Majority HoldersEquityholders, such appointment to become effective upon the written acceptance thereof by the New new Holder Representative and the written acknowledgement by the New Holder Representative that it shall consent of Parent (such consent not to be a party to this Agreement, with the same rights and obligations as the Holder Representativeunreasonable withheld or delayed).

Appears in 1 contract

Samples: Merger Agreement (Patterson Companies, Inc.)

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Designation and Replacement of Holder Representative. The parties have agreed that it is desirable to appoint designate a representative to act on behalf of holders of the shares of Common Stock and Options for certain limited purposes, as specified herein (the "Holder Representative Representative"). The parties have designated CVCA as the initial Holder Representative, and approval of this Agreement by the holders of the shares of Common Shares and Vested Options Stock (other than Dissenting Shareholders) shall constitute ratification and approval of such designation. On or prior to Closing the holders of the Common Stock and Options shall enter into an agreement in a form approved by the Company approving the initial Holder Representative. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) % of the Aggregate Fully-Diluted Common Shares at the Effective Time of the Merger ("Majority Holders"). In the event that a Holder Representative has resigned or been removed, such resignation or removal shall only become effective upon the appointment of a new Holder Representative (the “New Holder Representative”) shall be appointed by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the New Holder Representative and written acknowledgement by the New Holder Representative that it shall be a party to this Agreement, with the same rights and obligations as the new Holder Representative.

Appears in 1 contract

Samples: Merger Agreement (High Voltage Engineering Corp)

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