Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Holders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holder.
(b) A decision, act,...
Holders Representative. (a) Each Holder hereby consents to (i) the appointment of GSO Capital Partners LP as the Holders’ Representative hereunder and as the attorney-in-fact for and on behalf of such Holder, and (ii) the taking by the Holders’ Representative of any and all actions and the making of any decisions required or permitted by, or with respect to this Agreement and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and (B) to take all actions necessary in the judgment of the Holders Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby.
(b) Each Holder shall be bound by the actions taken by the Holders’ Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Holders’ Representative.
(c) If the Holders’ Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Holders shall appoint a new Holders’ Representative as soon as reasonably practicable by written consent of the Holders constituting the holders of a majority of the CVR Units issued pursuant to this Agreement, by sending notice and a copy of the duly executed written consent appointing such new Holders’ Representative to the Company. (Signature page follows)
Holders Representative. Prior to the disbursement of any amounts due and owing the Fully-Diluted Stockholders hereunder, upon receipt of written documentation from the Holders’ Representative, any fees and expenses reasonably incurred by the Holders’ Representative hereunder or in connection with the compromise, settlement or satisfaction of any claim asserted by or against the Holders’ Representative shall be reimbursed from such amounts otherwise due to the Fully-Diluted Stockholders.
Holders Representative. The Holders’ Representative will incur no liability of any kind with respect to any action or omission by the Holders’ Representative in connection with the Holders’ Representative’s services pursuant to this Agreement. The Holders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Holders will indemnify, defend and hold harmless the Holders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel) arising out of or in connection with the Holders’ Representative execution and performance of this Agreement, in each case as such costs or expenses are suffered or incurred;
Holders Representative. For the avoidance of doubt, the Holders’ Representative has full power and authority to give and receive any notice to be given by or to the Holders pursuant to this Article X or Section 7.14(c) and to make any decision or take any other action required to be made or taken by the Holders pursuant to this Article X or Section 7.14.
Holders Representative. Each Holder by executing this Note hereby constitutes and appoints Xxxxxxxxxxx X. Xxxxxxx as Holders’ Representative, pursuant to the terms and provisions of Section 9.18 of the Merger Agreement.
Holders Representative. The Holders hereby appoint Xxxxxx Xxxxxx as their representative ("Holders' Representative") to exercise the powers, to do or cause to be done and to exercise all rights of any Holder under and pursuant to this Agreement. All decisions of the Holders' Representative shall be binding upon the Holders. The Holders' Representative is authorized to take any action deemed by him appropriate or necessary to carry out the provisions of, and to determine the rights of the Holders under this Agreement. Without limiting the foregoing, the Holders' Representative shall serve as the agent of the Holders for all purposes of this Agreement.
Holders Representative. The Company shall be entitled to rely upon the written communications of the Holders’ Representative, acting on behalf of any Holder, relating to matters addressed in this Agreement as communications of the Holders, including, without limitation, any elections, amendments, waivers or consents made pursuant to this Agreement. Any notice or communication delivered to the Holders’ Representative shall be deemed to have been delivered to each Holder for all purposes hereof. Each of the Holders shall conduct all written communications to the Company pursuant to this Agreement through the Holders’ Representative.
Holders Representative. For the purpose of this Agreement, Xxxxxxxxx Xxxxxxx Everest (or her successor or designee, the identity of which the Company shall be notified in the event that they are appointed) shall represent the Holders with respect to all matters related to this Agreement (including but not limited to the decision to undertake a Demand Registration). Each of the Holders hereby appoints her as attorney in fact ("Attorney in Fact") for such Holder for all purposes under this Agreement, including amendments to and waivers hereunder, notice, and the decision to undertake the Demand Registration.
Holders Representative. (a) Each Holder hereby irrevocably constitutes and appoints Disexxx (xx such capacity, the "Holders' Representative") as such Holder's attorney-in-fact and agent in connection with the performance of this Agreement. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any Holder.
(b) Each Holder hereby irrevocably grants the Holders' Representative full power and authority: (i) to execute and deliver, on behalf of such Holder, and to accept delivery of, on behalf of such Holder, such documents as may be deemed by the Holders; Representative, in her sole discretion, to be appropriate to consummate this Agreement; (ii) to transmit each Holder's share of the Purchase Price to the appropriate Holders; (iii) to (A) dispute or refrain from disputing, on behalf of such Holder, any claim made by Buyer under this Agreement;
