Representative of the Shareholders; Power of Attorney Clause Samples
The 'Representative of the Shareholders; Power of Attorney' clause designates an individual or entity to act on behalf of all shareholders in certain matters related to the agreement. This representative is typically granted the authority to make decisions, sign documents, and take actions that are binding on all shareholders, often through a formal power of attorney. By centralizing decision-making and representation, this clause streamlines communication and execution of shareholder actions, reducing administrative complexity and ensuring that the interests of the shareholders are efficiently managed.
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Representative of the Shareholders; Power of Attorney. (a) The Representative is hereby appointed by each Shareholder as agent and attorney-in-fact for each Shareholder, for and on behalf of such Shareholder, to give and receive notices and communications, to authorize delivery to Buyer of funds from the Escrow Fund in satisfaction of claims by Buyer or any other Buyer Indemnitee, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall furnish on behalf of the Shareholders such certificates and other documents as may from time to time be requested by the Escrow Agent. The Representative may be changed by the Shareholders from time to time upon not less than fifteen (15) days’ prior written notice to Buyer and the Escrow Agent, or such shorter period as shall be acceptable to Buyer and the Escrow Agent in their reasonable discretion; provided that the Representative may not be changed or removed unless Shareholders entitled to an aggregate of two-thirds interest of the Escrow Fund agree to such removal and to the identity of a substituted Representative. Any vacancy in the position of Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive compensation for its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders, and the Representative is hereby authorized by the Shareholders to give and receive notices and other communications under this Agreement on behalf of each Shareholder (including, without limitation, for purposes of Sections 15 and 16).
(b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal couns...
Representative of the Shareholders; Power of Attorney. Xerxes Wania shall be appointed as agent and attorney-in-fact (the "Shareholders' Representative") for each Founding Shareholder and member of each Founding Shareholder Family for and on behalf of Founding Shareholder and member of each Founding Shareholder Family, to give and receive notices and communications on behalf of each Founding Shareholder and member of each Founding Shareholder Family, to enter into and perform the Escrow Agreement, to authorize delivery to Callco of Escrow Shares, or other property from the Escrow Fund in satisfaction of claims by Callco or any other Indemnified Person, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing.
Representative of the Shareholders; Power of Attorney. In the event that the Merger is approved by the requisite shareholders, effective upon such vote, and without further act of any shareholder, Hsiang-▇▇▇ ▇▇▇▇ shall be appointed as agent and attorney-in-fact (the "Shareholders' Representative") for each shareholder of Target (except such shareholders, if any, as shall have perfected their dissenter's rights under California Law), for and on behalf of shareholders of Target, to give and receive notices and communications on behalf of Target shareholders, to enter into and perform the Escrow Agreement, to authorize delivery to Acquiror of Escrow Cash or other property from the Escrow Fund in satisfaction of claims by Acquiror or any other Indemnified Person, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholders' Representative for the accomplishment of the foregoing.
Representative of the Shareholders; Power of Attorney. Upon approval of the Merger by the Shareholders, effective upon such vote, and without further act of any Shareholder, ▇▇▇▇ ▇▇▇▇▇▇▇, or such other person as is appointed by a majority in interest of the Shareholders, shall be appointed as agent and attorney-in-fact (the "Stockholders' Representative") for each shareholder of Target (except such shareholders, if any, as shall have perfected their dissenters' rights under Washington Law), for and on behalf of the Shareholders, to give and receive notices and communications on behalf of the Shareholders, to enter into and perform the Escrow Agreement, to authorize delivery to Acquirer of the Escrow Shares in satisfaction of indemnifiable claims by Acquirer or any other Indemnified Person under Article XI, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of the foregoing.
Representative of the Shareholders; Power of Attorney. Upon the execution of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as agent and attorney-in-fact (collectively, the "Shareholders' Representative") for each ENI Shareholder other than Skye for and on its behalf, to act in such capacity under the Escrow Agreement, to give and receive notices and communications, to authorize delivery to Acquiror of Escrow Shares, or other property from the Escrow Fund in satisfaction of claims by Acquiror or any other Indemnified Person, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholders' Representative for the accomplishment of the foregoing. SECTION SEVEN