Stockholders Representatives. The Stockholders Representatives shall have full power and authority to represent the Indemnifying Stockholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Stockholders Representative hereunder shall be binding upon the Indemnifying Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Stockholders Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement on behalf of the Indemnifying Stockholders, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Stockholders and their successors. The Escrow Agent may rely on the Stockholders Representatives as the exclusive agent of the Indemnifying Stockholders under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in reliance thereon. In the event of the death or permanent disability of a Stockholders Representative, or his, her or its resignation as a Stockholders Representative, a successor Stockholders Representative shall be elected by a majority vote of the Indemnifying Stockholders, with each such Indemnifying Stockholder (or his, her or its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of NetGen held by such Indemnifying Stockholder immediately prior to the effective time of the Merger. Each successor Stockholders Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders Representatives, and the term “Stockholders Representative” as used herein shall be deemed to include such successor Stockholders Representative.
Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives").
Stockholders Representatives. 2.13.1 The Stockholders’ Representatives are hereby authorized to act on behalf of the Equityholders in connection with the Contemplated Transactions and the Escrow Agreement and in any litigation or arbitration involving this Agreement or the Escrow Agreement. In connection therewith, the Stockholders’ Representatives are authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Stockholders’ Representatives shall deem necessary or appropriate, and shall have the power and authority to:
Stockholders Representatives. (a) In order to efficiently administer or effect the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, the preparation of the Proposed Closing Net Asset Value and Final Closing Net Asset Value, and any amendment to this Agreement, the Stockholders hereby designate Xxxx Bu and Xxxxxx X. Xxxxxxx, III as their representatives (the "Stockholders Representatives").
Stockholders Representatives. (a) The parties to this Agreement shall cooperate with the Stockholders Representatives and any accountants, attorneys or other agents whom either Stockholders Representative may retain to assist in carrying out its duties hereunder. The Stockholders Representatives may communicate with any Stockholder or any other Person concerning its responsibilities hereunder, but neither is required to do so. In the event that the Stockholders Representatives provide conflicting instructions to NetScout, NetScout may rely upon the instructions of Silver Lake Partners, L.P. or any replacement thereof if such Stockholders Representative has resigned. The Stockholders Representatives will act in good faith in their capacities as the Stockholders Representatives under this Agreement and the Escrow Agreement, and the Stockholders Representatives shall have no Liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that the Stockholders Representatives, severally and not jointly, shall be liable for harm which they directly cause by an act of fraud. Each of the Stockholders Representatives may resign at any time by notifying in writing NetScout, NetGen and the Stockholders. In the event of any such resignation, the former holders of a majority of the outstanding shares of NetGen Common Stock immediately prior to the Effective Time may elect a new Stockholders Representative, which new Stockholders Representative shall be a third party beneficiary of this Agreement.
Stockholders Representatives. (a) In order to administer efficiently (i) the implementation of the Agreement by the Stockholders, (ii) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to the Agreement, the Stockholders hereby designate Xxxx X. Parenti as their representative (the "Stockholders' Representative").
Stockholders Representatives. Ronaxx X. Xxxxxx, Xxorxx X. Xxxxxxxx xxx John Xxxxxxx (xxe "Stockholders' Representatives") are hereby appointed as the Stockholders' Representatives on behalf of the Company's stockholders and irrevocably constituted and appointed as each stockholder's attorney-in-fact, to act, by majority action, in each stockholder's name, place and stead in any way in which such stockholder could do any or all of the following: (i) to execute and deliver in their capacity as the Stockholders' Representatives any and all notices documents or certificates to be executed by the Stockholders' Representatives in accordance with this Agreement; and (ii) to take all other actions and do other things provided in or contemplated by this Agreement to be taken or performed by the Stockholders' Representatives.
Stockholders Representatives. (i) In order to administer efficiently (A) the implementation of the Agreement on behalf of the Stockholders and (B) the settlement of any dispute with respect to the Agreement, the Company and the Stockholders, by virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby designate Adi McAbian and Spark Capital as the Stockholder Representatives.
Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) the defense and/or settlement of any claims for which the Stockholders and the Bonus Recipients may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right of set-off pursuant to this Agreement, (iii) the exercise of the rights of Stockholders and the Bonus Recipients hereunder, and (iv) the orderly distribution of the Merger Consideration from LeukoSite to the Stockholders and the Bonus Recipients, the Stockholders and the Bonus Recipients hereby designate Xxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). Notwithstanding anything expressed or implied in the foregoing provisions of this Section 4.7(a) or elsewhere in this Agreement to the contrary, Xxxx Xxxxxxxxxxx'x authority to act as a Stockholders' Representative shall be limited only to those matters relating to the orderly distribution of the Merger Consideration from LeukoSite to the Stockholders and the Bonus Recipients, and with respect to any other matters on which the Stockholders' Representatives have the authority to act Xxxx Xxxxxxxxxxx shall not be a Stockholders' Representative.
Stockholders Representatives. (a) Xxxxxxx Xxxxxx, MD and Xxxxx Xxxx are hereby constituted, appointed and empowered as the Stockholders’ Representatives, for the benefit of the Stockholders and the exclusive agents and attorneys-in-fact to act on behalf of each Stockholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments (other than any written consent of the Stockholders adopting this Agreement) under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representatives, in their sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representatives, to enforce and protect the rights and interests of the Stockholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representatives believe are necessary or appropriate under this Agreement for and on behalf of the Stockholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representatives and/or any of the Stockholders, and receive process on behalf of any or all Stockholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Representatives shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representatives may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Stockholders’ Representatives shall not have any obligation to take any such acti...
