Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative") ------------------------------- shall act as the representative of the Company Securityholders, and shall be authorized to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the adv...
Securityholders’ Representative. (a) By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have agreed to appoint Fortis Advisors LLC as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholders’ Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of the Securityholders’ Representative or any member of the Advisory Group and the Closing and/or any ...
Securityholders’ Representative. (a) The Securityholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Securityholders’ Representative. The Securityholders’ Representative shall take any and all actions which she believes are necessary or appropriate under this Agreement and the Escrow Agreement, including, without limitation, executing the Escrow Agreement as Securityholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Securityholders’ Representative, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Escrow Amount pursuant to Section 8.2 (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent, Buyer and their respective agents regarding such claims, dealing with Parent, Buyer and the Escrow Agent under this Agreement, taking any all other actions specified in or contemplated by this Agreement or the Escrow Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Securityholders’ Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof in her capacity as Securityholders’ Representative.
Securityholders’ Representative. (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Securityholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement (including Sections 1.11 (Exchange/Payment), 1.12 (Post Closing Adjustment to Closing Merger Consideration Amount), 1.13 (Post-Closing Distributions), 10.1 (Amendment) and 5.9 (Registration Statement)), the Participating Securityholders, by the adoption of this Agreement, acceptance of consideration under this Agreement or the completion and execution of the Letters of Transmittal shall be deemed to have designated Fortis Advisors LLC as the representative of the Participating Securityholders (the “Securityholders’ Representative”).
Securityholders’ Representative. (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Securityholder shall have irrevocably authorized and appointed Securityholders’ Representative as such Securityholder’s representative and attorney-in-fact to act on behalf of such Securityholder with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by Securityholders’ Representative pursuant to this Agreement, including the exercise of the power to:
Securityholders’ Representative. Delivery of any notice to, or service of any document on, the Securityholders’ Representative will constitute full and effective notice to or service on the Indemnifying Parties.
Securityholders’ Representative. All notices to be provided to the Securityholders as an Indemnitee or Indemnitor pursuant to this Section 8.2(d) shall be provided to the Securityholders’ Representative and the Securityholders’ Representative shall act on behalf of the Securityholder Indemnitees and any Securityholders that are Indemnitors under this Section 8.2(d).
Securityholders’ Representative. (a) The Securityholders’ Representative is hereby constituted and appointed as the representative, agent and attorney-in-fact for the Securityholders, with full power and authority in the name of and for and on behalf of each Securityholder, to serve as the Securityholders’ Representative under this Agreement and the other agreements contemplated hereby and to exercise the power and authority to act on behalf of, and in the name of, each Securityholder with respect to all matters relating to this Agreement or such other agreements, and the transactions contemplated hereunder or thereunder; provided that, with respect to the matters set forth in Section 2.08 (and any matters directly related thereto) the Securityholders’ Representative shall act in accordance the vote of the holders of the majority of shares of Company Capital Stock as of immediately prior to the Effective Time. Without limiting the generality of the foregoing, the Securityholders’ Representative is hereby granted the power and authority by each Securityholder to negotiate and enter into amendments to this Agreement and the other agreements contemplated hereby for the Securityholders’ Representative and on behalf of each such Securityholder, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or such other agreements or any document delivered to the Securityholders’ Representative in such capacity pursuant hereto or thereto, and to do or refrain from doing all such further acts and things, and execute all such documents, as the 57 Securityholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby.
Securityholders’ Representative. (a) Prior to entry into this Agreement, the Company and the Unitholders (other than the Blocker Members) shall appoint Chilly Water, LLC to act as the representative for the benefit of each Unitholder (other than the Blocker Members) as the exclusive agent and attorney-in-fact to act on behalf of each Unitholder (other than the Blocker Members), in connection with the transactions contemplated hereby.
Securityholders’ Representative. (a) By virtue of the Company Shareholder Approval and the execution and delivery of Letters of Transmittal, and without any further acts of the Company Securityholders, the Company Securityholders have appointed Shareholder Representative Services LLC (previously defined as the Securityholders’ Representative) as agent and attorney-in-fact for each Company Securityholder for all matters relating to this Agreement and to the Escrow Agreement, including to give and receive notices and communications; to bind the Company Securityholders to the terms of the Escrow Agreement; to authorize delivery of cash from the Escrow Fund in satisfaction of claims by Parent; 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 Securityholders’ Representative for the accomplishment of the foregoing.
