Common use of Removal of Stockholders’ Representative; Authority of Stockholders’ Representative Clause in Contracts

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if executed counterparts of a writing signed by each such Common Equity Holder with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity Consideration. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Laboratory Corp of America Holdings)

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Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders, voting together as a single class, shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative and to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if of executed counterparts of a writing signed by each such Common Equity Holder majority in interest of the Stockholders with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement and the Escrow Agreement applicable to the Stockholders' Representative. For all purposes hereunderof the above, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders Stockholder’s pro rata portion of Common Stock holdings prior to the Aggregate Common Equity ConsiderationClosing. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Medical Properties Trust Inc)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders, voting together as a single class, shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative and to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if of executed counterparts of a writing signed by each such Common Equity Holder majority in interest of the Stockholders with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity ConsiderationStockholder’s Pro Rata Portion. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative. Neither the removal of a, nor the appointment of a successor, Stockholders’ Representative shall affect in any manner the validity or enforceability of any actions taken or agreements, understandings or commitments entered into by the prior Stockholders’ Representative, which shall continue to be effective and binding upon the Stockholders, and Buyer, the Surviving Corporation and any other relevant counterparty shall continue to have the right to rely on, and enforce, all such actions, agreements, understandings or commitments taken or entered into, as the case may be, by the prior Stockholders’ Representative and their rights with respect thereto shall not be affected, waived or discharged by any such removal or appointment.

Appears in 1 contract

Samples: Merger Agreement (Intercontinentalexchange Inc)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if of executed counterparts of a writing signed by each such Common Equity Holder with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement the Transaction Agreements applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders shall be determined on mean the basis of each Common Equity Holders pro rata portion holding at least 50.1% of the Aggregate shares of Voting Common Equity ConsiderationStock and Nonvoting Common Stock outstanding as of the Effective Time (assuming the exercise of all vested Options as of the Effective Time). Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WII Components, Inc.)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders shall have the right at any time during the term of the Indemnification Escrow Agreement Period to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Indemnification Escrow Agent if of executed counterparts of a writing signed by each Stockholder comprising such Common Equity Holder majority in interest with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity ConsiderationStockholder's Pro Rata Stock Amount. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Aavid Thermal Technologies Inc)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders shall have the right at any time during the term of the Indemnification Escrow Agreement Period to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Indemnification Escrow Agent if of executed counterparts of a writing signed by each Stockholder comprising such Common Equity Holder majority in interest with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity ConsiderationStockholder’s Pro Rata Stock Amount. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Ansys Inc)

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Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A Securityholders representing a majority in interest of the Common Equity Holders Pro Rata Shares of the Company shall have the right at any time during the term of the Escrow Agreement to remove or replace the then-acting Stockholders' Representative and to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then then-acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if Buyer of executed counterparts of a writing signed by each such Common Equity Holder majority in interest of the Securityholders with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity Consideration. Each successor Stockholders' Representative or Advisory Group member shall have all of the power, authority, immunities, indemnities, rights and privileges conferred by this any SR Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Blueprint Medicines Corp)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if of executed counterparts of a writing signed by each such Common Equity Holder Stockholder with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders pro rata portion the Stockholders’ respective Closing Cash Consideration Percentages. If the Stockholders’ Representative resigns or is removed or otherwise ceases to function in its capacity as the Stockholders’ Representative and no successor is appointed by the Principal Stockholders within thirty (30) days, then Parent may appoint as the acting Stockholders’ Representative any Stockholder who, immediately before the Effective Time held beneficially or of record more than five percent (5.0%) of the Aggregate Company’s then-outstanding Common Equity ConsiderationStock on a fully-diluted, as-converted basis. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in this Agreement, the Escrow Agreement and the Paying Agent Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Acadia Healthcare Company, Inc.)

Removal of Stockholders’ Representative; Authority of Stockholders’ Representative. A majority in interest of the Common Equity Holders Stockholders shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders' Representative to appoint a successor Stockholders' Representative; provided, however, that neither such removal of the then acting Stockholders' Representative nor such appointment of a successor Stockholders' Representative shall be effective until the delivery to the Escrow Agent if of executed counterparts of a writing signed by each such Common Equity Holder Stockholder with respect to such removal and appointment, together with an acknowledgement signed by the successor Stockholders' Representative appointed in such writing that he, she or it accepts the responsibility of successor Stockholders' Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders' Representative. For all purposes hereunder, a majority in interest of the Common Equity Holders Stockholders shall be determined on the basis of each Common Equity Holders pro rata portion of Stockholder’s allocation set forth on the Aggregate Common Equity ConsiderationEscrow Allocation Schedule. Each successor Stockholders' Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders' Representative.

Appears in 1 contract

Samples: Merger Agreement (Transaction Systems Architects Inc)

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