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 constituted and appointed Xxxxxxx X. Xxxxxxxx as Holders’ Representative pursuant to the terms and provisions of Section 9.19 of the Purchase Agreement.
Holders Representative. Lewis has been appointed to act as exclusive agent and attorney-in-faxx xo act on behalf of the holders of Target Capital Stock with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement (the "Holders' Representative"). In the event of the death, disability or resignation of such Person, a successor may be appointed by the Holders. The Holders' Representative shall have the power to take any and all actions which the Holders' Representative believes are necessary or appropriate or in the best interests of the Holders, as fully as if each such Holder was acting on its, his or her own behalf with respect to all claims for indemnification under this Agreement and to take any action or no action in connection therewith as the Holders' Representative may deem appropriate as effectively as the Holders could act themselves, including the settlement or compromise of any dispute or controversy. In no event shall the Holders' Representative be required to expend his own funds to defend any claim for indemnification hereunder, and he may require, as a condition of undertaking such defense, contribution by the Holders of funds necessary to pay the cost of any such defense. The authority granted hereunder is deemed to be coupled with an interest. The death or incapacity of any Holder shall not terminate the authority and agency of the Holders' Representative. Acquiror shall have the right to rely on any actions taken or omitted to be taken by the Holders' Representative as being the act or omission of the Holders, without the need for any inquiry, and any such actions or omissions shall be binding upon each of the Holders. The Holders' Representative shall incur no liability, loss, damage or expense as a result of any action taken in good faith hereunder, including any legal fees and expenses.
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. (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;
Holders Representative. (a) The Option Holder irrevocably makes, constitutes and appoints Xxxxx X. Xxxxxxx as its agent (the "Holders' Representative") and authorizes and empowers him to fulfill the role of Holders' Representative hereunder and under the Escrow Agreement. In the event of the resignation of the Holders' Representative, the resigning Holders' Representative shall appoint a successor from among the Holders and who shall agree in writing to accept such appointment. If the Holders' Representative should die or become incapacitated, his successor shall be appointed within 15 days of his death or incapacity by a majority of the Shareholders pursuant to Section 11.16
