Stockholders’ Representative Clause Samples
The Stockholders’ Representative clause designates an individual or entity to act on behalf of all stockholders in connection with certain post-closing matters of a transaction, such as handling indemnification claims, disputes, or administrative tasks. This representative is typically empowered to make decisions, receive notices, and take actions that are binding on all stockholders, streamlining communication and negotiation with the buyer after the deal closes. The core function of this clause is to centralize authority and simplify post-closing processes, thereby avoiding the logistical challenges of coordinating with numerous individual stockholders.
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Stockholders’ Representative. Each Stockholder hereby irrevocably authorizes, directs and appoints ▇▇. ▇▇▇▇ ▇▇▇▇▇ to act as sole and exclusive representative for such Stockholder (the “Stockholders’ Representative”) and authorizes and directs the Stockholders’ Representative to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of such Stockholder and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Persons; (ii) exercise such other rights, power and authority, as are authorized, delegated and granted to the Stockholders’ Representative pursuant to this Agreement; and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative consistent therewith, shall be absolutely and irrevocably binding on each such Person as if such Person personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Person’s capacity. Each Stockholder agrees that the Stockholders’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from Stockholders’ Representative’s willful misconduct. The Buyer shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed by or purported to be executed on behalf of any Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any such Person by the Stockholders’ Representative as fully binding upon each such Person.
Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement...
Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing.
11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement.
11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement.
11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.
Stockholders’ Representative. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the ability to take all action necessary against Parent in connection with breaches of obligations by Parent under this Agreement, and (ii) the orderly distribution of Merger Consideration from Parent to the Stockholders, the Stockholders hereby desire to designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MD, as their representative (in such capacity, the "Stockholders' Representative").
(b) In the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MD, or his substitute as the Stockholders' Representative, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the outstanding Shares shall select another representative to fill such vacancy and, upon written notice to Parent, such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto.
(c) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders at a meeting of Stockholders (or by written consent in lieu of a meeting) pursuant to, and in accordance with, the applicable provisions of the DGCL, each Stockholder regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger at such meeting or by written consent) that is not a holder of Dissenting Shares hereby agrees that:
(i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby designated as the Stockholders' Representative, and any substitute Stockholders' Representative shall be elected as set forth in Section 3.7.(b);
(ii) The Stockholders hereby authorize the Stockholders' Representative, (i) after the Effective Time to approve any settlement of claims by holders of Dissenters' Rights, (ii) to take all action necessary against Parent in connection with breaches of obligations by Parent under this Agreement, (iii) to determine the Stockholders to whom consideration from Parent shall be distributed and the amount of consideration to be so distributed, (iv) to give and receive all notices required to be given under this Agreement after the Effective Time, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders after the Effective Time by the terms of this Agreement;
(iii) All decisions and actions by the Stockholders' Representative shall be binding upon all of the Stockholders...
Stockholders’ Representative. The Stockholder hereby appoints D▇. ▇▇▇▇▇▇ ▇▇▇▇▇ as the representative for the Stockholder (the “Stockholder’s Representative”) and the Stockholder’s Representative shall have the authority to take the actions provided herein and receive notices on behalf of the Stockholder subsequent to the Merger Closing.
Stockholders’ Representative. Each Stockholder hereby appoints ---------------------------- Oakleigh ▇▇▇▇▇▇ as Stockholders' Representative to act as Stockholders' Representative for purposes of giving and receiving notices under this Agreement.
Stockholders’ Representative. All notices to be provided to the Stockholders as an Indemnitee or Indemnitor pursuant to this Section 8.2(d) shall be provided to the Stockholders’ Representative and the Stockholders’ Representative shall act on behalf of the Stockholder Indemnitees and any Stockholders that are Indemnitors under this Section 8.2(d).
Stockholders’ Representative. “Stockholders’ Representative” shall have the meaning set forth in Section 10.1(a) of the Agreement.
Stockholders’ Representative. Stockholder hereby irrevocably nominates, constitutes and appoints the Stockholders’ Representative as its, his or her true and lawful agent, proxy and attorney in fact, with full power and authority (and power of substitution and re-substitution), to act in the name, place and stead of Stockholder for purposes of voting, taking any action by written consent, executing and delivering any documents, receiving any notice and taking any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate within the bounds of the Stockholders’ Representative’s authority under the express terms of the Merger Agreement.
Stockholders’ Representative. 7
(a) In order to efficiently administer the waiver of any condition or right of the Stockholders and the settlement of any dispute arising under the Agreement, the Stockholders hereby designate “Stockholders’ Representative”). as their representative (the
(b) The Stockholders hereby authorize the Stockholders’ Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders under this Agreement, the waiver of any right of the Stockholders hereunder, or the settlement of any dispute arising hereunder, (ii) to give and receive all notices required to be given under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement; [provided, however, that the Stockholders’ Representative shall not have authority to commence legal proceedings on behalf of the Stockholders without their consent].
(c) In the event that the Stockholders’ Representative dies, becomes legally incapacitated, or resigns from such position, shall fill such vacancy and shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement; however, no change in the Stockholders’ Representative shall be effective until Buyer is given notice of it by the Stockholders.
(d) All decisions and actions by the Stockholders’ Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. 6This allocation provision is favorable to the buyer, and the seller may insist that the buyer and the seller agree to the allocation prior to closing the transaction. If this alternative is used, the agreement may include figures, if they are available at the closing, or a formula with respect to items that would be hard to determine at or before the closing, such as inventory. For example, it would be customary to value current assets at 100 percent of their book values at the closing (assuming that such value is indicative of fair market value), and to use appraised fair market values for fixed assets, leases or licenses.