Selling Shareholders’ Representative Sample Clauses
The Selling Shareholders’ Representative clause designates an individual or entity to act on behalf of all selling shareholders in connection with the transaction. This representative is typically authorized to make decisions, give consents, receive notices, and handle post-closing matters such as indemnification claims or purchase price adjustments. By centralizing authority, the clause streamlines communication and negotiation between the buyer and multiple sellers, reducing administrative complexity and ensuring efficient resolution of issues that may arise after closing.
Selling Shareholders’ Representative. For purposes of this Agreement, including, without limitation, for purposes of Section 5.4 hereof, each and all of the Selling Shareholders hereby appoint Gord▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇I ("Representative") as representative of each and all of the Selling Shareholders and as the attorney-in-fact for and on behalf of each and all of the Selling Shareholders for all purposes under this Agreement. Subject to the express limitation set forth below and notwithstanding any other provision of this Agreement or the Escrow Agreement, the Representative may take or refrain from taking any and all actions and make any decisions required or permitted to be taken by the Selling Shareholders under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Pioneer or DDS of any proceeds held in the Escrow, or any portion thereof, (ii) 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 any indemnification claims or other matters arising under this Agreement or the Escrow Agreement, (iii) receive all notices and other deliveries otherwise to be provided to the Selling Shareholders hereunder or under the Escrow Agreement, (iv) provide any and all waivers, consents and amendments with respect to this Agreement, the Escrow Agreement or the performance of any of the parties' thereto, and (v) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Selling Shareholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all claims, rights, actions or obligations arising under this Agreement or the Escrow Agreement. Each of the Selling Shareholders will be unconditionally bound by all actions taken or refrained from by the Representative in connection with this Agreement or the Escrow Agreement, and each of Pioneer and DDS will be entitled to rely on any action, inaction or decision of the Representative without further inquiry. In performing the functions specified in this Agreement, the Representative will not be liable to the Selling Shareholders in the absence of gross negligence or willful misconduct. The Representative may resign from such position, effective upon a new repr...
Selling Shareholders’ Representative. (a) Concurrent with the execution and delivery of this Agreement, each of the Selling Shareholders shall be deemed to appoint the Chief Executive Officer of Alibaba as their agent, representative and attorney-in-fact (the “Selling Shareholders’ Representative”) and the Chief Executive Officer of Alibaba hereby agrees to act as the Selling Shareholders’ Representative.
(b) The Selling Shareholders’ Representative has the full power and authority to act on behalf of each Selling Shareholder in connection with this Agreement and the purchase and sale of Shares contemplated hereby and take all actions necessary or appropriate in the judgment of the Selling Shareholders’ Representative for the accomplishment of the foregoing. Any notices delivered by the Selling Shareholders’ Representative pursuant to this Agreement shall be delivered to the addressees in the manner provided in Section 8.2.
(c) A decision, act, consent, or instruction of the Selling Shareholders’ Representative, including an amendment or waiver of this Agreement pursuant to Section 8.8 hereof, shall constitute a decision of the Selling Shareholders after the date hereof and shall be final, binding and conclusive upon the Selling Shareholders after the date hereof; and the other parties hereto may rely upon any such decision, act, consent or instruction of the Selling Shareholders’ Representative as being the decision, act, consent or instruction of the Selling Shareholders.