Holder Representatives Clause Samples
The "Holder Representatives" clause designates one or more individuals or entities to act on behalf of a group of holders, such as shareholders or security holders, in matters related to the agreement. This representative is typically empowered to make decisions, give consents, receive notices, and take actions that are binding on all holders they represent. By centralizing authority in a single representative, the clause streamlines communication and decision-making, reducing administrative complexity and ensuring that the interests of the holders are efficiently managed and represented in dealings with other parties.
Holder Representatives. (a) Each of the Holders hereby appoints and designates the Holder Representatives, acting jointly, and not individually, to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Holders (including, without limitation, the execution and delivery of any waivers, consents, approvals, extensions, amendments and other agreements, the giving and receipt of notices, the resolution of disputes and any matters or proceedings referred to in Article IX hereof) and hereby acknowledges that the Holder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement by any Holder. Each Holder further designates and appoints each of the Holder Representatives as its agent for service of process with respect to any disputes regarding or arising out of this Agreement or any of the transactions contemplated hereby.
(b) Each Holder acknowledges and agrees that the appointment and designation contemplated by this Section 13.15 shall be coupled with an interest and shall survive the death or mental or physical incapacity of such Holder and that each Holder shall severally indemnify the Holder Representatives and hold each harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Holder Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder.
(c) Each Holder acknowledges and agrees that the Holder Representatives shall be entitled to rely on the opinion of counsel and that upon such reliance on counsel the Holder Representatives shall have performed their duties in good faith.
(d) Each Holder hereby authorizes the other parties hereto to disregard any notice or other action taken by any Holder pursuant to this Agreement except for the Holder Representatives. The other parties hereto are and will be entitled to rely on any action so taken, or any notice given, by the Holder Representatives and are and will be entitled and authorized to give notices only to the Holder Representatives in lieu of any notice contemplated by this Agreement to be given to any Holder.
(e) The appointment and designation of the Holder Representatives pursuant to this Section 13.15 shall be irrevocable except in the event of (i) the termination or resignation from the Summit Holders by, or the death or physical or mental incapacity of, J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in which ev...
Holder Representatives. Pursuant to and in accordance with Section 2.11 of the Merger Agreement and the Consent and Indemnity Agreement, each Stockholder has delivered a Stockholder Consent (as defined in the Merger Agreement), whereby each Stockholder has irrevocably appointed, authorized and directed the Holder Representatives, collectively, to act as the Holder Representatives, as such Stockholder’s agent, representative proxy and attorney-in-fact, including, but not limited to with respect to the execution and delivery of this Agreement.
Holder Representatives. The Holder Representatives will not be entitled to receive any compensation from Buyer or the Holders in connection with this Agreement. Any fees and expenses incurred by the Holder Representatives in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Holders to the Holder Representatives, and, to the extent any Escrow Amount remains available for distribution on the Release Date, such fees and expenses shall be paid out from such Escrow Amount prior to distribution to the Holders, but only upon the written direction of the Buyer and Holder Representatives to be given to Escrow Agent at least three (3) business days prior to a Release Date, but in any event after all distributions to Buyer and only upon the written instruction of the Holder Representatives.
Holder Representatives