Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. and Xxxxx Xxxx as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power of substitution to act on behalf of the Company’s stockholders and optionholders (only with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement) to the extent and in the manner set forth in this Agreement and the Escrow Agreement but not with respect to any amendments to this Agreement or the Escrow Agreement. The Company has designated the Stockholder Representatives as the representatives of the Company’s stockholders and optionholders for purposes of this Agreement and the Escrow Agreement, and approval of this Agreement and the Merger by such holders shall constitute ratification and approval of such designation on the terms set forth herein. All decisions, actions, consents and instructions by the Stockholder Representatives with respect to this Agreement and the Escrow Agreement (but not with respect to any amendments hereto or thereto) shall be binding upon all of the stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Inde...
Stockholder Representatives. Each Stockholder signs solely in its capacity as the record holder and beneficial owner of, or the general partner of a partnership which is the beneficial owner of, such Stockholder's Subject Shares and nothing contained herein shall limit or affect any actions taken by any officer, director, partner, affiliate or representative of a Stockholder who is or becomes an officer or a director of the Company in his or her capacity as an officer or director of the Company and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.
Stockholder Representatives. Each Stockholder signs solely in its capacity as the record holder and/or beneficial owner of such Stockholder's Subject Shares and nothing contained herein shall limit or affect any actions taken by any officer, director, partner, trustee, affiliate or representative of a Stockholder who is or becomes an officer or a director of McClatchy in his or her capacity as an officer or director of McClatchy and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.
Stockholder Representatives. (a) Each Stockholder (other than Novacap II, L.P.) irrevocably appoints and authorizes Aramazd Israilian (the “Founders Representative”) as its agent and attorney-in-fact to take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement. Without limiting the generality of the foregoing, the Founders Representative, acting without further consent of any other Stockholder, is hereby authorized by each of the Stockholders (other than Novacap II, L.P.) to (i) take any and all actions under this Agreement on behalf of the Stockholders (other than Novacap II, L.P.) without any further consent or approval from any other Person, including for all purposes in relation to the Closing Balance Sheet and Purchase Price Adjustment (ii) supervise, defend, coordinate and negotiate claims for indemnification on behalf of the Stockholders (other than Novacap II, L.P.) under Article VIII (including settlements thereof), (iii) effect payments to Stockholders (other than Novacap II, L.P.) hereunder, (iv) to authorize delivery to the Indemnified Parties of cash from the Escrow Fund in satisfaction of claims by Buyer Indemnified Parties or object to such delivery, (v) receive or give notices hereunder, (vi) demand arbitration, (vii) receive or make payment hereunder, (viii) execute waivers or amendments hereof or hereto, and/or (ix) execute and deliver documents, releases and/or receipts hereunder.
(b) Novacap shall represent itself for all purposes in connection with this Agreement. Novacap shall identify a representative to Buyer prior to Closing, which Novacap may update in writing from time to time, and Buyer may rely on the authority of such representative until notified in writing by Novacap to the contrary. The representative of Novacap II, L.P. (as identified from time to time) and the Founders Representative are collectively referred to as, the “Representatives”.
(c) Buyer shall be entitled to deal exclusively with the Representatives on behalf of the Stockholders with respect to all matters relating to this Agreement. A decision, act, consent or instruction of the Representatives shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of such Stockholders and Buyer may rely upon any such decision, act, consent or instruction of the Representatives as being the decision, act, consent or instruction of each every such Stockholder. The Buyer is hereby relieved from any l...
Stockholder Representatives. Escrow Agent shall be able to rely conclusively, without inquiry or liability, on the instructions, agreements and decisions of the Stockholder Representatives, acting jointly, with respect to all actions or matters permitted to be taken by the Stockholder Representatives hereunder or under the Indemnification Agreements, and no party shall have any cause of action against Escrow Agent for any action taken by Escrow Agent in reliance upon the agreements, instructions or decisions of the Stockholder Representatives acting jointly. All actions, agreements, decisions and instructions of the Stockholder Representatives shall be conclusive and binding upon each Securityholder.
Stockholder Representatives. For all purposes of this Agreement, Garfinkle axx xxx Xxlated Transferees will be represented by, and bound by, Garfinkle uxxxx xxx death or permanent incapacity and thereafter by the person designated by Garfinkle's xxxxx xxxxesentative and Related Transferees (collectively holding a majority of the shares of Common Stock held by such persons); similarly Failing and his Related Transferees will be represented by, and bound by, Failing until his death or permanent incapacity and thereafter by the person designated by Failing's legal representative and Related Transferees (collectively holding a majority of the shares of Common Stock held by such persons).
Stockholder Representatives. 1 Sub............................................................................1
Stockholder Representatives. Section 1.11(a) Subsidiary Employee Plan.................................. Section 2.16(n) Surviving Corporation..................................... Section 1.2(b) Third Party Claim......................................... Section 8.2(b) Total Assets.............................................. Section 1.3(d)(i) Total Liabilities......................................... Section 1.3(d)(i) Transaction Expenses...................................... Section 1.3(a) Unaffiliated Firm......................................... Section 1.3(d)(iii) Unaudited Financial Statements............................ Section 2.8
Stockholder Representatives. The Company has performed any actions necessary to designate and appoint the Stockholder Representatives as the agent and representative of the Stockholders to perform all such acts as are required, authorized or contemplated by this Agreement and execute any Transaction Documents, or any documents specified by such Transaction Documents, as attorney-in-fact for each Stockholder, and the actions performed by such Stockholder Representatives shall be binding and enforceable against each Stockholder as if such Stockholder had directly taken such action. The other Parties are and will be entitled to give notices only to the Stockholder Representatives for any notice contemplated by this Agreement to be given to any such Stockholder.
Stockholder Representatives. 2 SECTION 1.6 Material Adverse Effect................................. 2 ARTICLE II
