Shareholder Representatives Sample Clauses
Shareholder Representatives a. Each Company Shareholder hereby knowingly and voluntarily appoints and selects Robert Higgins and Xxxxx Xxxxx xs the "XXXXXXXXXER REPRESENTATIVES" hereunder. Each Company Shareholder acknowledges that each of the Shareholder Representatives shall have the power to bind such Company Shareholder in accordance herewith, and fully consents to such power. Each of the Shareholder Representatives shall be constituted and appointed as agent for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent Group Members of the Parent Common Stock or other property from the Indemnity Fund in satisfaction of claims by Parent Group Members, 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 Shareholder Representatives for the accomplishment of the foregoing. The persons designated to serve as the Shareholder Representatives may be changed by the holders of a majority in interest of the Indemnity Fund from time to time upon not less than 10 days prior written notice to Parent and the Escrow Agent. No bond shall be required of the Shareholder Representatives, and the Shareholder Representatives shall receive no compensation for their services. Any expenses incurred by the Shareholder Representatives in connection with their services hereunder shall be reimbursed from the Indemnity Fund upon presentation of appropriate expense documentation as and to the extent provided in Section 7(b).
b. At least five (5) days prior to the Distribution Date or any earlier date on which any Shareholder Representative ceases to be a Shareholder Representative hereunder, the Shareholder Representatives shall deliver written notice to the Escrow Agent and Parent setting forth the amount of the reasonable expenses incurred by the Shareholder Representatives in connection with their duties under the Merger Agreement and hereunder (the "SHAREHOLDER REPRESENTATIVES' EXPENSES"), which expenses shall be reimbursed from the Indemnity Fund in accordance with the provision of Section 9(d) hereof.
c. Neither Parent, any Parent Group Member nor the Escrow Agent shall be responsible or liable for any acts or omissions of any Shareholder Representative in such Shareholder Representative's capacity as such, and each ...
Shareholder Representatives. Each of Cosan and Shell shall appoint one of its respective senior executives as a shareholder representative of that party in respect of the Downstream Co (each such individual, a “Shareholder Representative”).
Shareholder Representatives. (a) Xxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx are hereby appointed by the Shareholders to act as representatives and agents for the Shareholders (each a “Shareholder Representative”). All actions to be taken by the Shareholder Representatives under this Agreement shall be evidenced by, and may only be taken upon, the written direction of both of the Shareholder Representatives. Any notices sent to the Shareholder Representatives shall be sent to both of them.
(b) The Shareholders hereby authorize the Shareholder Representatives to:
(i) make all decisions relating to the determination of the Closing Net Working Capital and any resulting adjustment to the Cash Consideration portion of the Purchase Price pursuant to Section 2.3(c);
(ii) take all action, including making payments from the Houston Holdback Amount to obtain a certificate of occupancy for the Houston Warehouse and releases of all Houston Warehouse Construction Liens;
(iii) take all action necessary in connection with the defense and/or settlement of any claims for which the Shareholders may be required to indemnify the Buyer pursuant to Section 6.2;
(iv) give and receive all notices required to be given by or to the Shareholders under this Agreement (other than the notices required to be given to all Shareholders pursuant to Section 2.3(g)); and
(v) take any and all additional action as is contemplated to be taken by or on behalf of Shareholders by the terms of this Agreement.
(c) Except for fraud, bad faith, or willful breach of this Agreement by the Shareholder Representatives, all decisions and actions by the Shareholder Representatives pursuant to the authority granted to them by this Section 2.4 shall be binding upon all of the Shareholders, no Shareholder shall have the right to object, dissent, protest, or otherwise contest the same, and the Buyer and the Company may rely upon such authority and the decisions and actions so taken by the Shareholder Representatives. In the event that either Shareholder Representative dies, becomes unable to perform his responsibilities hereunder, is removed (by a majority vote of the Shareholders according to their respective Proportionate Shares), or resigns from such position, then the Shareholders shall select a successor Shareholder Representative (by majority vote of the Shareholders according to their respective Proportionate Shares) and shall notify the Buyer and Company thereof in writing; provided, that the Shareholders hereby agree that the first su...
Shareholder Representatives. (a) Each of the Transferors hereby designates Xxxxx X. Xxxxx and Xxxxxx X. Xxxxx, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any Transferor.
(b) Each Transferor shall severally indemnify the Shareholder Representatives and hold each Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of such Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder.
(c) Each Transferor acknowledges and agrees that the Shareholder Representatives shall be entitled to rely on the opinion of counsel and that upon such reliance on counsel the Shareholder Representatives shall have performed their duties in good faith.
(d) The appointment and designation of the Shareholder Representatives pursuant to this Section 10 shall be irrevocable, except in the event of the resignation of a Shareholder Representative, in which event the Transferors who then hold a majority of the Company Shares begin transferred pursuant to this Agreement shall promptly (i) designate the successor Shareholder Representative or Representatives and (ii) deliver written notice to the other parties hereto of such designation.
Shareholder Representatives. Upon the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, each of Richard Wright, J. Adam Xxxxx xxx Xxxx Colnxx (xxxxxxtively, xxx "Xxxxeholder Representatives" and each, a "Shareholder Representative") shall be irrevocably appointed to act as the representatives for the Holders with respect to all post-Closing matters requiring any action or decision by the Shareholder Representatives as provided in this Article VIII. The Shareholder Representatives are hereby authorized to take any and all such actions and make any decisions necessary or desirable in connection with the defense and/or settlement of any claims and the Escrow Agreement. In furtherance of the foregoing, the Shareholder Representatives may by written notice to the Escrow Agent, with a copy to Parent, request payment for or reimbursement of any and all reasonable legal fees and expenses paid or payable by any of the Shareholder Representatives in connection with any post-Closing matters requiring any action by the Shareholder Representatives as provided in this Article VIII including, without limitation, the defense and/or settlement of any claims and the Escrow Agreement, and the Escrow Agent shall be authorized to release from time to time from the Escrow Fund an amount equal to such fees and expenses so requested unless, within ten days after such notice the Parent objects to such payment by delivery of notice to the Shareholder Representatives and the Escrow Agent, in which case such fees and expenses will not be disbursed absent (1) agreement between the Shareholder Representatives and the Parent or (2) a judgment of the arbitrators in connection with the resolution of a claim that such fees are reasonable and are not required to be reimbursed by Parent. Amounts so released for such fees and expenses will in no event be taken into account for purposes of any determination of the Yield Shortfall. Any notice or other communication to be delivered to the Shareholder Representatives shall be delivered to each of them pursuant to Section 9.3 and any notice or other communication to be signed by the Shareholder Representatives shall be valid and binding if signed by any two Shareholder Representatives. Parent and the Surviving Corporation shall be entitled to rely on such appointment and treat the Shareholder Representatives as the duly appointed representatives for the Holders. If any Shareholder Representative shall be unable to serv...
Shareholder Representatives. For the purposes of approving the matters set out in section 2.6, each of the Shareholders shall appoint two representatives (“Shareholder Representatives”) and the initial Shareholder Representatives shall be as follows: Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Each of the Shareholder Representatives shall have full authority to act on behalf of and to bind the Shareholder who appointed him or her, and all decisions and determinations made by a Shareholder Representative in respect of matters under this Agreement shall be binding on the Shareholder who appointed him or her. Each of the Shareholders may at any time and from time to time by notice replace any one or both of its Shareholder Representatives and any Shareholder Representative so replaced shall cease to be a Shareholder Representative upon the delivery of a copy of such notice to the other Shareholder.
Shareholder Representatives. Each Shareholder, by execution of this Agreement hereby appoints and constitutes Xxxxxx as his or its attorney-in-fact. Escrow Agent and GSI are entitled to rely on Xxxxxx as the Shareholders’ representative. Each Shareholder hereby makes, constitutes, and appoints Xxxxxx as its agent and attorney-in-fact in his or its name, place and stead, to take the following actions: (a) to act in all respects under or relating to this Agreement and the Escrow Assets for and on behalf of each such Shareholder in his or its name and stead, as if such Shareholder was acting in person, including but not limited to those actions to be taken with respect to Section 4.5 hereof; (b) to negotiate, settle, compromise and adjust any indemnification claim by GSI against the Shareholders as a group (as opposed to one or more, but less than all, of the Shareholders); and (c) to take any action (including the giving of consent or approval, or the voting of shares of GSI common stock) that is authorized under or pursuant to the terms and conditions of this Agreement, for which purpose the Shareholders hereby xxxxx Xxxxxx an irrevocable proxy to vote each of their shares of GSI common stock to execute all actions to be taken hereunder in accordance with the terms, provisions and requirements of this Agreement. This Power of Attorney is a special Power of Attorney coupled with an interest, and shall not be revoked and shall survive the assignment, delivery, or transfer by the Shareholder of any portion of his or its GSI common stock and, being coupled with an interest, shall survive the death or disability or cessation of the existence as a legal entity of the Shareholder. Each Shareholder hereby gives and grants to Xxxxxx full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in or in connection with this Power of Attorney as fully to all intents and purposes as he or it might or could do if personally present, hereby ratifying all that those attorneys shall lawfully do or cause to be done by virtue of this Power of Attorney. Any person dealing with GSI, Acquiring Sub, or their affiliates, may conclusively presume and rely on the fact that any such instrument executed by Xxxxxx pursuant to this Power of Attorney is authorized, regular and binding without further inquiry. This Power of Attorney may be exercised by Xxxxxx by facsimile signature or by listing all of the Shareholders executing any instrument with ...
Shareholder Representatives. (a) a substitute at any General Assembly and for any other purpose under this Agreement.
(b) Each Shareholder may remove its representative from time to time. Upon the death, disability, resignation, or removal of its representative, a Shareholder shall appoint a successor representative and shall promptly notify the other Parties of such appointment.
(c) A person designated as the representative of a Shareholder shall be deemed to continue as such unless and until the Company and all the other Shareholders receive a written notice signed by the appointing Shareholder designating a successor representative. The Company and each Shareholder shall be entitled to rely on the authority of the most recently appointed representative of whose appointment they have received notice with respect to any matter for which a Shareholder's representative may act under this Agreement.
(d) Each Shareholder shall ensure that this representative has appropriate authorization to act on its behalf with respect to any actions required, permitted, or provided under this Agreement to be taken by its appointing Shareholder and noted on the agenda for a particular meeting, including without limitation giving or receiving notices, offers, acceptances, and other communications provided for in this Agreement.
(e) Unless the Shareholders agree otherwise, if a Shareholder removes its representative pursuant to Article 7.l(b) hereof, that Shareholder shall bear any liability for such removal and shall indemnify the other Shareholders and the Company against any costs that they may incur in connection with such removal.
Shareholder Representatives. A body corporate or association that is a shareholder of the Corporation may be represented at a meeting of shareholders by any individual authorized by a resolution of its directors or governing body and such individual may exercise on behalf of the body corporate or association which such individual represents all the powers it could exercise if it were an individual shareholder.
Shareholder Representatives. The Shareholders, by execution of this Agreement hereby grant to D.B. and C.W. the authority to act as representatives for and on behalf of all of the Shareholders, including but not limited to those actions to be taken with respect to Section 4.15. Escrow Agent and Parent are entitled to rely on D.B. and C.W. as the representatives of the Shareholders.