Shareholders' Representatives. Each Shareholder, without any further action on the part of any Person, hereby agrees to the appointment of the Shareholders' Representatives, and the Shareholders’ Representatives hereby agree to act on behalf of the Shareholders, and accept their appointment as Shareholders’ Representatives. In connection with such appointment.
(a) The Shareholders’ Representatives (acting by a vote of majority in interest of the Shareholders’ Representatives’ Shares held immediately prior to the Closing in case of matters relating to the Holdback Representatives Reserve, Net Working Capital Adjustment or unpaid Company Transaction Expenses, or by vote of majority in interest of the Retained Founders Contribution Percentage determined as of the earlier of the date of action or the second anniversary of the Closing Date in the case of the Indemnity Escrow and Founder Retention Escrow) are hereby appointed to serve as the representative, attorney-in-fact and agent for and on behalf of the Shareholders and their respective heirs, beneficiaries, legatees, legal representatives, successors and assigns (in such capacity, the “Shareholders’ Representatives”) with respect to the matters set forth in this Agreement, including those matters referred to in ARTICLE VII, any adjustment to the Headline Value or Closing Payment, as set forth in ARTICLE II, and the Escrow Agreement. Such power of attorney is coupled with an interest and is irrevocable by the Shareholders.
(b) All decisions and actions by the Shareholders’ Representatives (acting by a vote of majority in interest of the Shareholders’ Representatives’ Shares held immediately prior to the Closing in case of matters relating to the Holdback Representatives Reserve, Net Working Capital Adjustment or unpaid Company Transaction Expenses, or by vote of majority in interest of the Retained Founders Contribution Percentage determined as of the earlier of action or the second anniversary of the Closing Date) shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object to, dissent from, protest, negate or otherwise contest the same. Any actions by a Shareholders’ Representative taken pursuant to the authority granted under this Section 9.01 shall be deemed to be the action of all of the Shareholders’ Representatives. Each Shareholder waives any and all defenses that may be available to object to, dissent from, protest, negate or otherwise contest, any action of the Shareholders’ Representatives t...
Shareholders' Representatives. Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx shall be the designated representatives of all the Shareholders (the "Shareholders' Representatives") with authority to make all decisions and determinations and to take all actions (including giving consents and waivers or agreeing to any amendments to this Agreement or to the termination hereof) required or permitted hereunder on behalf of any Shareholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Shareholder, and any notice, document, certificate or information required to be given to any Shareholders shall be deemed so given if given to the Shareholders' Representatives. The Shareholders agree that the Shareholders' Representatives shall not have any liability to the Shareholders for any action, or failure to act, in their capacity as Shareholders' Representatives.
Shareholders' Representatives. The Shareholders hereby irrevocably designate and appoint Xxxxxxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx, Xx., Esq., or either of them, as their agents and attorneys in fact ("Shareholders' Representatives"), with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders or increase the extent of their obligation to indemnify WHAM hereunder.
Shareholders' Representatives. (a) Cameron shall appoint three senior representatives (one of whom shall be the CEO (as defined below) of the Venture Entities and one of whom shall be the chief executive officer of Cameron) and Schlumberger shall appoint two senior representatives (one of whom shall be the chief executive officer of Schlumberger) (the “Representatives”) to serve on an Executive Committee (the “Committee”), to direct the management of the Venture Entities and provide general oversight of the Venture Entities, it being understood that (i) during any period in which the Venture does not have a CEO, Cameron may appoint an interim Representative to serve as one of its three Representatives until a CEO is appointed as provided in Section 1.1(b) and (ii) during any period in which Cameron or Schlumberger does not have a chief executive officer or the chief executive officer is unavailable to serve as a Representative, Cameron or Schlumberger, as applicable, may appoint an interim Representative to serve as one of its Representatives until it has appointed a new chief executive officer or its chief executive officer becomes available to serve as a Representative. The Venture Entities shall be subject to the oversight of the Committee and the responsibilities of the Committee shall include approval and adoption of the annual business plan and capital and operating budgets of the Venture Entities; approval of any unbudgeted expenditures in excess of $5,000,000, distributions, capital calls and financing decisions; the appointment, removal and compensation of senior management of the Venture Entities; and oversight with respect to the compliance by the Venture Entities with the corporate policies applicable to the Venture in accordance with Section 2.4 with respect to ethics, anti-bribery laws and other similar matters, in each case in accordance with the provisions of this Agreement. The parties agree to take any and all actions necessary or advisable to cause the Venture Entities to effect the decisions made by the Committee and to otherwise act (and to refrain from acting) in compliance with the provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, each Shareholder intends that neither Non-U.S. Venture Entity nor any of its subsidiaries will be engaged in a trade or business within the United States as that phrase is used in Section 882(a) of the Internal Revenue Code of 1986, as amended. The initial Representatives are as follows:
1. Jxxx Xx...
Shareholders' Representatives. (a) Each of SLB and BHI shall appoint two senior representatives (the "REPRESENTATIVES") to serve on a Shareholders Representatives Committee (the "COMMITTEE"), to discuss the overall policies, procedures and directions of the Venture Entities and US EmployCo in accordance with the provisions of this Agreement. In connection therewith, the parties agree to cause the Venture Entities and US EmployCo to effect the decisions made by the Committee.
(b) One of the Representatives appointed by SLB shall be designated by SLB to serve as the Chairman of the Committee (the "CHAIRMAN"). The Chairman shall preside at all meetings of the Committee and shall do and perform such other duties as from time to time may be assigned to him by the Committee. The Chairman may not be removed as Chairman except by the request of SLB, which may appoint a successor Chairman. To facilitate the orderly conduct of meetings of the Committee, the Chairman shall preside at such meetings, and in his absence the other Representative appointed by SLB shall preside.
(c) Except as otherwise provided, the Committee shall act at meetings thereof duly convened and held as provided in this Agreement. Except as otherwise provided in Section 1.1(h), a quorum shall exist for the transaction of business by the Committee if at least one Representative of each of SLB and BHI is present. The Representatives shall vote according to the ownership percentages of their respective appointees, such that the Representatives appointed by SLB, individually and collectively, shall have a 70% vote and the Representatives appointed by BHI, individually and collectively, shall have a 30% vote. Except as otherwise provided in Section 1.3, the vote of a majority of the ownership percentages of SLB and BHI shall constitute the act of the Committee.
(d) The Representatives may participate in a meeting thereof by means of conference telephone or similar communications equipment allowing all participants to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(e) Any action required or permitted by this Agreement to be taken at a meeting of the Committee may be taken if the requisite number of Representatives consent in writing to the taking of such action.
(f) The Committee may hold meetings, both regular and special, in any agreed upon location.
(g) Regular meetings of the Committee may be held without notice at such time and at such place as shall from time to...
Shareholders' Representatives. The Shareholders hereby irrevocably designate and appoint Xxxxxxx Xxxxxxxx as their agent and attorney in fact ("Shareholders' Representative"), with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders or increase the extent of their obligation to indemnify WHAM hereunder.
Shareholders' Representatives. (a) Each Shareholder, by signing this Agreement, designates the following two Shareholders to be the Shareholders' Representatives for purposes of this Agreement:
(i) Fred A. Heitzman III, or, in the event that he is unable or unwilxxxx xx xxxxx, Xregory Benkert; and
Shareholders' Representatives. Each of the individual Sellers, who have executed this Escrow Agreement, has executed this Escrow Agreement as a "Seller Representative" on behalf of all of the Sellers (as listed under the Share Purchase Agreement) and pursuant to the authority granted by (S)11(p) of the Share Purchase Agreement this Escrow Agreement shall be binding upon all of the Sellers (as listed under the Share Purchase Agreement).
Shareholders' Representatives. 16 Section 7.01 KSHC Shareholder Representative ......................16 ARTICLE VIII. Miscellaneous ..................................................17 Section 8.01 Further Assurances ...................................17 Section 8.02 Effectiveness ........................................17 Section 8.03 Notices ..............................................17 Section 8.04 Legends ..............................................19 Section 8.06 Amendments, Waivers, Etc. ............................19 Section 8.07 Successors and Assigns ...............................19
Shareholders' Representatives. The Company shall use reasonable efforts to cause the former holders of Company Certificates to designate Xxxxx X. Xxxx, Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx as Shareholders' Representatives (the "Shareholders' Representatives") pursuant to the terms and conditions of that certain Shareholders' Representatives Agreement, in the form attached hereto as Exhibit D for the purposes of providing the Shareholders Representative with authority to act on the behalf of the former holders of the Company Certificates in all matters occurring after the Closing Date which are related to this Agreement.
