Minority Shareholder Representative. (a) Each Minority Shareholder, by its execution of this Agreement, has consented to the appointment of Silver Point Capital, L.P. as the representative, agent and proxy for such Minority Shareholder (the “Minority Shareholder Representative”) with full power of substitution to act on behalf of the Minority Shareholders to the extent and in the manner set forth in this Agreement. Each Minority Shareholder, by its execution of this agreement, further agrees that such agency and proxy are coupled with an interest and are therefore irrevocable without the consent of the Minority Shareholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Minority Shareholder. All decisions, actions, consents and instructions by the Minority Shareholder Representative in accordance with this Agreement shall be binding upon all of the Minority Shareholders, and no Minority Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Company shall be entitled to rely on any such decision, action, consent or instruction of the Minority Shareholder Representative as being the decision, action, consent or instruction of the Minority Shareholders.
Appears in 3 contracts
Samples: Shareholders Agreement (Fifth Third Bancorp), Shareholders Agreement (Standard Register Co), Shareholders Agreement (Last Will & Testament of John Q. Sherman Fbo William Patrick Sherman)
Minority Shareholder Representative. (a) Each Minority Shareholder, by its execution of this Agreementagreement, has consented to the appointment of Silver Point Capital, L.P. as the representative, agent and proxy for such Minority Shareholder (the “Minority Shareholder Representative”) with full power of substitution to act on behalf of the Minority Shareholders to the extent and in the manner set forth in this Agreement. Each Minority Shareholder, by its execution of this agreement, further agrees that such agency and proxy are coupled with an interest and are therefore irrevocable without the consent of the Minority Shareholder Representative Representative, in accordance with this Agreement, and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Minority Shareholder. All decisions, actions, consents and instructions by the Minority Shareholder Representative in accordance with this Agreement shall be binding upon all of the Minority Shareholders, and no Minority Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Company shall be entitled to rely on any such decision, action, consent or instruction of the Minority Shareholder Representative as being the decision, action, consent or instruction of the Minority Shareholders.
Appears in 1 contract
Samples: Registration Rights Agreement (Standard Register Co)