Shareholder Representatives. (a) By approving the Merger at the Shareholders’ Meeting or by written consent of the Company’s shareholders or, in the case of the Signing Shareholders, by execution of this Agreement, each Company Shareholder hereby appoints Xxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxx as the Shareholder Representatives. The Shareholder Representatives shall have sole and exclusive authority to act for and on behalf of all Company Shareholders with respect to all matters arising in connection with this Agreement, including, without limitation, the power and authority, in his sole discretion, to
(i) take any action contemplated to be taken by the Company Shareholders under this Agreement and the Escrow Agreement;
(ii) negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement; and
(iii) make, execute, acknowledge and deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other instruments, and generally do any and all things and take any and all actions that may be requisite, proper or advisable in connection with this Agreement; provided, however, that the Shareholder Representatives shall not have the power and authority, for and on behalf of the Company Shareholders, to amend the terms of this Agreement. Notwithstanding anything else contained herein, prior to taking any material action, including without limitation, any action that requires any Shareholder Representative to execute any document, the settlement of any Claims or the distribution of any Escrow Amount, the Shareholder Representatives are required to receive the written consent of the Company Shareholders holding at least 50.01% of the Shares of the Company as of the date of this Agreement, on an as-converted to Common Stock basis (the “Requisite Holders”)
(b) The appointment of the Shareholder Representatives may not be revoked except in accordance with this Section 9.7(b). The Shareholders Representatives, or either of the them, may be replaced by the Company Shareholders from time to time upon notice given to Parent, which replacement shall be effective one business day after receipt of such notice by Parent; provided that no Shareholder Representative may be replaced unless the Requisite Holders agree in writing to such removal and to the identity of the substituted Shareholder Representative. If at the time of any such replacement of any Shareholder Representative, the deadline hereunder for Parent to pr...
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 Sugar and Ethanol Co (each such individual, a “Shareholder Representative”).
Shareholder Representatives. (a) Each of the Shareholder Representatives is hereby appointed as agent and attorney-in-fact, for and on behalf of each Indemnifying Party, to give and receive notices and communications related to claims for Losses, to authorize payment to the order of an Indemnified Party from the Escrow Fund in satisfaction of claims by an Indemnified Party, to object to and defend against such claims, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Parent; provided, however, that a Shareholder Representative may not be removed unless holders of a sixty percent (60%) interest in the Escrow Fund agree to such removal; provided that if such removal results in there being no Shareholder Representatives, then the removal shall not be effective until the Shareholders shall have appointed a substituted agent. A Shareholder Representative may resign at any time upon thirty (30) days advance notice to Parent, the Escrow Agent and the other Shareholder Representatives. A vacancy in a position of Shareholder Representative may be filled by holders of sixty percent (60%) interest in the Escrow Fund. No bond shall be required of the Shareholder Representatives, and the Shareholder Representatives shall not receive any compensation for their services. Notices or communications to or from the Shareholder Representatives shall constitute notice to or from the Indemnifying Parties. Only actions taken by a majority of the Shareholder Representatives shall be deemed as actions taken by the Shareholder Representatives in connection with the obligations set forth in this Agreement.
(b) The Shareholder Representatives shall not be liable for any act done or omitted hereunder as representatives of the Indemnifying Parties while acting in good faith even though such act or omission constitutes negligence on the part of such Shareholder Representative. The Shareholder Representatives may engage attorneys, accountants and other professionals and experts. Each Shareholder Representative may in good faith rely conclusively on information, reports, statements, opinions, i...
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. 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. (a) Each Shareholder shall appoint one (1) natural person to serve as its representative at the General Assemblies and to carry out other responsibilities of Shareholders as provided in this Agreement. A representative may, after giving reasonable written notice to the other representatives, designate any natural person to serve as 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 7.1 (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. Each Shareholder, by execution of this Agreement hereby appoints and constitutes Txxxxx as his or its attorney-in-fact. Escrow Agent and GSI are entitled to rely on Txxxxx as the Shareholders’ representative. Each Shareholder hereby makes, constitutes, and appoints Txxxxx 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 gxxxx 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 Txxxxx 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 Txxxxx pursuant to this Power of Attorney is authorized, regular and binding without further inquiry. This Power of Attorney may be exercised by Txxxxx by facsimile signature or by listing all of the Shareholders executing any instrument with ...
Shareholder Representatives. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, each subsequent holder of the Shares. The Shareholders(s) may resign and appoint successors only with the consent of the former Shareholder(s) and their Shareholder Representative, and the Corporation shall be entitled to rely on the directions of the Shareholder(s) and/or their Shareholder Representatives herein until receipt of notice from them as to the due appointment of a successor, and the Corporation shall thereupon be entitled to rely on such notice in dealing with such successor representative.
Shareholder Representatives. By approving this Agreement and becoming a party hereto in accordance with Section 4.12 hereof, the LCI Shareholders appoint Xxxxx Xxxxxx and Xxxxx Xxxxx (together with their permitted successors, the "Stockholder Representatives"), acting together or singly, as their true and lawful agents and attorneys-in-fact to enter into the Escrow Agreement and any agreement in connection with the transactions contemplated by this Agreement and the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on them under any such agreement, to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, and, by virtue of his approval of the Agreement, each Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. The LCI Shareholders shall reimburse the Stockholder Representatives for all reasonable expenses incurred by them in connection with actions taken by them in their capabilities as the Stockholder Representatives. The Parent and the MOCON Acquisition Sub may rely on Xxxxx Xxxxxx and Xxxxx Xxxxx as being the Shareholder Representatives for all purposes until the Parent and the MOCON Sub have received written notice that the LCI Shareholders have appointed substitute Shareholder Representatives.
Shareholder Representatives. 48 Section 10.16 JURISDICTION..........................................................48 Schedules
