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").
(b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub 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, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to ta...
Stockholders Representatives. The Stockholders shall act ----------------------------- collectively and exclusively through the Stockholders' Representatives in exercising any of the rights, remedies and procedures applicable to the Stockholders under this Agreement, including without limitation under Articles X, XI and XII hereof. BPB shall be entitled to direct any and all requests, demands, notices and other actions pursuant to this Agreement, including without limitation under Articles X, XI and XII hereof, to the Stockholders or any of them through the Stockholders' Representatives, shall be entitled to deal directly and exclusively with the Stockholders' Representatives in all matters arising under this Agreement, including without limitation under Articles X, XI and XII hereof, and shall bind, and be held harmless by, the Stockholders in so doing. This Agreement shall not make any Stockholders' Representative liable for any amounts owed by any of the Stockholders under, or other obligations undertaken by any of the Stockholders in, this Agreement or any other agreement entered into by the Stockholders in connection with the transactions contemplated hereby (all such amounts and obligations being referred to collectively as the "Stockholders' Obligations"), it being expressly agreed and understood by BPB that the Stockholders' Obligations are the full and complete responsibilities of the Stockholders. Any action taken or determination made by any Stockholders' Representative in his capacity as such is taken or made on behalf of and for the account of the Stockholders, and not in his individual or any other capacity. BPB on behalf of itself and its Affiliates hereby releases and forever discharges the Stockholders' Representatives from any and all causes of action, rights or claims that BPB or any of its Affiliates may have had in the past, may now have or may have in the future in respect of the Stockholders' Obligations; provided, however, that such release and discharge shall only apply -------- ------- to any individual serving as a Stockholders' Representative in his capacity as such and not in his capacity as a Stockholder.
Stockholders Representatives. (a) For purposes of this Article X, the Parent Indemnified Parties may rely upon written directions and notices received from either Stockholders' Representative with respect to the matters described herein. In the event Xxxxxx X. Xxxxxxxxxx or Xxxxxx Xxxxx ceases to be able to perform his duties as a Stockholders' Representative as a result of his death, incapacity or resignation, he shall designate an individual to serve as his successor and to assume all of his duties and obligations as a Stockholders' Representative hereunder and shall so notify Parent in writing of any such designation. The parties acknowledge and agree that Xxxxxx X. Xxxxxxxxxx and Xxxxxx Xxxxx, or any successors designated pursuant to this Section 10.5, are acting as Stockholders' Representatives for the stockholders of Home Account for the limited administrative purposes set forth herein and nothing in this Agreement, the Indemnity Escrow Agreement or the Merger Consideration Escrow Agreement is intended to, nor shall, impose any personal liability on Xxxxxx X. Xxxxxxxxxx, Xxxxxx Xxxxx or any other Persons who serve as Stockholders' Representatives. At any time, stockholders who held immediately prior to Closing a majority of the Home Account Shares may remove or replace the persons serving as the Stockholders' Representatives and name substitutes for such persons by joint written notice to Parent.
(b) No Stockholders' Representative shall be liable for any act done or omitted in such capacity while acting in good faith, except for any act done or omitted which constitutes gross negligence or willful misconduct. Any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith and of the absence of gross negligence or willful misconduct.
(c) Each of the Home Account Stockholders hereby agrees, jointly and severally, to indemnify, defend and forever hold the Stockholders' Representatives harmless, from and against any and all losses, demands, causes of action, judgments, liabilities, claims, costs, damages and expenses (including, without limitation, fines, forfeitures, reasonable attorneys' fees, disbursements and administrative or court costs) directly or indirectly arising out of, resulting from, or in connection with, any claim or alleged claim with respect to the Stockholders' Representatives' obligations under this Agreement, the Indemnity Escrow Agreement, the Merger Consideration Escrow Agreement or any other agreement contemplated her...
Stockholders Representatives. At the request of the Managing Director, each Stockholder shall designate in writing (the "Designation"), those individuals, any one of which (which individual shall be referred to as the "Representative"), is from the date thereof duly authorized to act on behalf of and bind such Stockholder with regard to all Company matters and affairs, including, without limitation, Major Decisions. The other Stockholders and the Managing Director shall be entitled to rely for all purposes hereof upon any communication or instruments in writing, issued or executed by any such Representative of a Stockholder as being binding upon, and made on the behalf of, that Stockholder, until receipt by the Managing Director of a new Designation designating another Representative. Unless otherwise provided in the Designation or unless a proxy is otherwise granted with respect to a meeting or meetings, any such Stockholder's Representative shall be deemed to have all rights, powers and privileges of a proxy of such Stockholder, with full power to exercise all voting powers attributable to the Shares held by such Stockholder and to execute written consents on the Stockholder's behalf. A Designation may not be made irrevocable, but it shall not be deemed to be revoked merely by the grant of a proxy. Nothing contained in this Section 3.5 shall be deemed to limit or affect the power of Stockholders to grant proxies or the scope and terms of such proxies. Additional provisions, not inconsistent with the foregoing, concerning Representatives may be set forth in the Bylaws.
Stockholders Representatives. (a) For purposes of this Agreement, the Stockholders hereby consent to the appointment of Vencor, Welsx, Xxxxxx xxx Stack as the Stockholders' Representatives and each or any one of them as attorneys-in-fact for and on behalf of the each Stockholder, and the taking by the Stockholders' Representatives of any and all actions and the making of any decisions required or permitted to be taken by them under this Agreement, including without limitation, the exercise of the power to (i) authorize the reduction of the Escrow Note; (ii) authorize delivery to Parent of the Escrow Shares and the Escrow Fund, or any portion thereof, in satisfaction of Claims, (iii) agree to negotiate, enter into settlements and compromises with respect to such Claims, (iv) resolve any Claims, and (v) take all actions necessary in the judgment of the Stockholders' Representatives for the accomplishment of the foregoing and all of the other terms, conditions and limitations contained in this Agreement. The Stockholders further consent to the appointment of Edwaxx X. Xxxxx xx the principal representative (the "Principal Representative") with full power and authority to act on behalf of the Stockholders' Representatives with respect to any action to be taken or omitted to be taken by the Stockholders' Representatives under or in connection with this Agreement.
(b) Notwithstanding any statement contained in this Agreement or the Escrow Agreement to the contrary, Parent and the Escrow Agent may rely conclusively, and shall be protected in so acting, upon any written order, notice, demand, certificate, statement, document or instruction (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) executed and delivered by the Principal Representative (but not any of
Stockholders Representatives. (a) Each Stockholder who is a permitted transferee of Registrable Securities initially held by the ESOP, and who has properly been assigned any rights hereunder in accordance with Section 12(c), hereby designates the ESOP Fiduciary as the “ESOP Stockholders Representative” and each Stockholder who is a permitted transferee of Registrable Securities initially held by EGI-TRB, and who has been properly assigned any rights hereunder in accordance with Section 12(c), hereby designates EGI-TRB as the “EGI-TRB Stockholders Representative.” The ESOP Stockholders Representative and the EGI-TRB Stockholders Representative are collectively referred to herein as the “Stockholders Representatives” and individually as a “Stockholders Representative.”
(b) Except as provided in Section 6(b), none of the Stockholders Representatives will incur any liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own gross negligence, willful misconduct or bad faith. In all questions arising under this Agreement, each of the Stockholders Representatives may rely on the advice of counsel, and none of the Stockholders Representatives will be liable to anyone for anything done, omitted or suffered in good faith by such Stockholders Representative based on such advice. Except as expressly provided herein, none of the Stockholders Representatives will be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to him.
Stockholders Representatives. Ronald W. Burkle, George G. Golleher and John Kissick (the "Stockxxxxxxx' Xxxxxxxntxxxxxx") xxx xxxxxy appxxxxxx xx xxe 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. 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. Stockholders' Representatives" shall have the meaning set forth in the preamble to this Agreement.
Stockholders Representatives
