Common use of Stockholders Representatives Clause in Contracts

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. 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 have full power be entitled to direct any and authority all requests, demands, notices and other actions pursuant to represent this Agreement, including without limitation under Articles X, XI and XII hereof, to the Indemnifying Stockholders or any of them through the Stockholders' Representatives, shall be entitled to deal directly and their successors, exclusively with respect to 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 and all actions taken 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 hereunder shall be binding upon in his capacity as such is taken or made on behalf of and for the Indemnifying account of the Stockholders, and their successors, as if expressly confirmed and ratified not in writing by each of themhis individual or any other capacity. 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 BPB on behalf of itself and its Affiliates hereby releases and forever discharges the Indemnifying Stockholders' Representatives from any and all causes of action, to compromise rights or claims that BPB or any claims asserted hereunder and to authorize payments to be made with of its Affiliates may have had in the past, may now have or may have in the future in respect thereto, on behalf of the Indemnifying Stockholders Stockholders' Obligations; PROVIDED, HOWEVER, that such release and their successors. The Escrow Agent may rely on the Stockholders Representatives as the exclusive agent of the Indemnifying Stockholders under this Agreement and discharge shall incur no liability only apply 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 individual serving as a Stockholders Representative, Stockholders' Representative in his capacity as such and not in his capacity as 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 RepresentativeStockholder.

Stockholders Representatives. The Stockholders Representatives shall have full power and authority (a) In order to represent efficiently administer the Indemnifying Stockholders, and their successors, with respect to all matters arising activities of the parties under this Agreement and all actions taken by any Stockholders Representative hereunder the Escrow Agreement from and after the Effective Time, BE&K hereby designates (and such designation shall be binding become effective automatically upon the Indemnifying BE&K Stockholder Approval having been obtained), and the BE&K Stockholders, by virtue of their acceptance of any of their Merger Consideration pursuant to this Agreement, accept, ratify and their successorsagree to the designation of, T. Mxxxxxx Xxxxxxxx, Txxxxxxx X. Xxxxxxx and Cxxxx X. Xxxxx as if expressly confirmed representatives for the BE&K Stockholders (the “Stockholders’ Representatives”), and ratified in writing by each of them. Without limiting hereby and thereby authorize the generality of the foregoing, the Stockholders Stockholders’ Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement act on behalf of the Indemnifying StockholdersBE&K Stockholders at and after the Closing: (i) to take all actions necessary to determine the Final Purchase Price in accordance with Section 2.4, including, without limitation, authorizing or consenting to compromise distributions out of the Holdback Amount; (ii) to take all actions necessary in connection with the defense and/or settlement of any claims asserted hereunder for which indemnification may be sought by KBR pursuant to Article 8 hereof; (iii) to give and to authorize payments receive all notices required 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 given 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 Escrow Agreement; (or his, her or its successors or assignsiv) to be given a vote equal to draw upon the number of votes represented by Expense Escrow Fund provided for in Section 2.5 in their discretion for 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 purposes contemplated by this Agreement upon without the original Stockholders Representativesconsent of KBR or the BE&K Stockholders; (v) to authorize disbursements from the Indemnity Escrow Fund and the Excluded Business Escrow Fund in accordance with this Agreement and the Escrow Agreement; (vi) to object to, to litigate, to arbitrate, to negotiate and enter into settlements and compromises of, and to comply with orders of courts or arbitrators with respect to, Claims made by any KBR Indemnified Parties pursuant to Article 8; (vii) to provide instructions to the term “Stockholders Representative” Escrow Agent under the Escrow Agreement; and (viii) to take any and all additional actions as used herein are necessary or appropriate in the judgment of the Stockholders’ Representatives for the accomplishment of the foregoing or as contemplated to be taken by them under by the terms of this Agreement and the Escrow Agreement. In so acting, all decisions of the Stockholders’ Representatives for all purposes of this Agreement and the Escrow Agreement shall be deemed to include such successor Stockholders taken by the affirmative vote (or written consent) of a majority of the individuals then holding the title of a Stockholders’ Representative, on a per capita basis.

Stockholders Representatives. (a) The Stockholders stockholders of the Company, by approving this Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint Xxxxxx Xxxxxxxxx and The VenGrowth II Investment Fund Inc. as their agents and attorneys-in-fact for purposes of Article 9 and the Escrow Agreement, and consent to 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 the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to Parent of cash out of the Escrow Fund in satisfaction of claims by Parent). The Stockholders’ Representatives shall have full power act jointly and authority unanimously in connection with the exercise of its various rights and responsibilities set forth in this Agreement. The Stockholders’ Representatives hereby agree to represent the Indemnifying Stockholdersnegotiate, enter into settlements and their successorscompromises of claims, including third-party claims, to comply with orders of courts and awards of arbitrators with respect to all matters arising under this Agreement and such claims, resolve any claim made pursuant to Article 9, take all actions taken by any Stockholders Representative hereunder shall be binding upon necessary in their judgment for the Indemnifying Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality accomplishment of the foregoing, and hereby accepts their appointment as the Stockholders Stockholders’ Representatives for purposes of Article 9 and the Escrow Agreement. Parent shall have full power be entitled to deal exclusively with the Stockholders’ Representatives on all matters relating to Article 9 and authority the Escrow Agreement and shall be entitled to interpret all rely conclusively (without further evidence of the terms and provisions of this Agreement any kind whatsoever) on any document executed or purported to be executed on behalf of any holder of securities of the Indemnifying Company by the Stockholders’ Representatives, to compromise and on any claims asserted hereunder and to authorize payments other action taken or purported to be made with respect thereto, taken on behalf of the Indemnifying Stockholders and their successors. The Escrow Agent may rely on the Stockholders Representatives as the exclusive agent any holder of securities 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 Company 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 Stockholders’ Representatives, and the term “Stockholders Representative” as used herein shall be deemed to include fully binding upon such successor Stockholders Representativeholder of such securities.

Stockholders Representatives. The Stockholders Representatives shall have full power stockholders of the Company, by approving this Agreement and authority the transactions contemplated hereby, hereby irrevocably appoint Mxxxxxx X. Xxxxx as Stockholders’ Representative, including to represent act as their agent and attorney-in-fact for purposes of Section 2.9 and Section 10 and the Indemnifying StockholdersEscrow Agreement, and their successors, with respect consent to the taking by the Stockholders’ Representative of any and all matters arising actions and the making of any decisions required or permitted to be taken by him or her under this Agreement and the Escrow Agreement (including the exercise of the power to authorize delivery to Parent of the Escrow Funds in satisfaction of claims by Parent or otherwise, agree to, negotiate, enter into settlements and compromises of and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such claims or otherwise, resolve any claims made pursuant to Section 2.9 and Section 10 and the Escrow Agreement, and to take all actions taken by any Stockholders necessary in the judgment of the Stockholders’ Representative hereunder shall be binding upon for the Indemnifying Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality accomplishment of the foregoing, the Stockholders Representatives shall have full power and authority to interpret all ). By his or her execution of the terms Escrow Agreement, Mxxxxxx X. Xxxxx hereby accepts his or her appointment as Stockholders’ Representative for purposes of Section 2.9 and provisions Section 10 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 2.9 and Section 10 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of this Agreement any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Stockholder by the Indemnifying Stockholders’ Representative, to compromise and on any claims asserted hereunder and to authorize payments other action taken or purported to be made with respect thereto, taken on behalf of any Company Stockholder by the Indemnifying Stockholders and their successorsStockholders’ Representative, as fully binding upon such Company Stockholder. The rights and obligations of the Stockholders’ Representative shall be as set forth in the Escrow Agent may rely on Agreement. If the Stockholders Representatives Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as the exclusive agent of the Indemnifying Company Stockholders, then the Company Stockholders under who hold a majority of the voting Company Capital Stock immediately prior to the Merger (the “Requisite Former Company Stockholders”) are authorized and shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of Section 2.9, Section 10, this Agreement Section 13.1 and the Escrow Agreement. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall incur be deemed to refer to the Requisite Former Company Stockholders. The Stockholders’ Representative shall have no liability to any party Company Stockholder with respect to the execution of his or her duties and responsibilities, except with respect to gross negligence or willful misconduct. Furthermore, the Company Stockholders shall indemnify and hold harmless the Stockholders’ Representative for any action taken or suffered by it in reliance thereon. In the event Damages (including Damages arising out of the death negligence of the Stockholders’ Representative) arising out of the acceptance or permanent disability administration of a his or her duties hereunder and reasonable fees and expenses incurred in the fulfillment of his or her duties and responsibilities. The Company Stockholders Representativeshall, jointly and severally, indemnify the Stockholders’ Representative and hold him or hisher harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or 78. administration of his or her or its resignation as a duties hereunder. Any indemnification obligations owed to the Stockholders’ Representative by the Company Stockholders Representative, a successor Stockholders Representative under this Section 13 shall be elected by a majority vote paid (a) at the end of the Indemnifying Escrow Claim Period or thereafter out of Escrow Funds that would otherwise be released to the Company Stockholders at such time pursuant to Section 2.9 and the Escrow Agreement or (b) out of Milestone Merger Consideration otherwise payable to the Company Stockholders, after giving effect to Section 10.7, at the times such Milestone Merger Consideration is payable under this Agreement, in each case with each such Indemnifying Stockholder (or his, her or its successors or assigns) amounts to be given determined on a vote equal to pro rata basis for each Company Stockholder based on the number Escrow Funds contributed under the Escrow Agreement by or on behalf 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 Representativeeach Company Stockholder.

Stockholders Representatives. (a) The Stockholders Representatives shall have full power and authority to represent the Indemnifying Stockholders, by adopting this Agreement and the transactions contemplated hereby, irrevocably appoint the Stockholders’ Representatives as their successorsagents for purposes of (i) the determination of the occurrence of an Earn Out Event pursuant to Section 2.2, with respect (ii) the resolution of any disputes related to all matters arising the occurrence of an Earn Out Event, (iii) the resolution of any disputes for which Parent may seek indemnification or offset pursuant to Article VII, (iv) the enforcement of any rights the Holders may have against Parent or the Surviving Corporation under this Agreement and all actions taken by any Stockholders Representative hereunder (v) amendments to this Agreement pursuant to Section 11.6. Each of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx Xxxxxxxxxxxx hereby accepts his appointment as a Stockholders’ Representative. Parent shall be binding upon entitled to deal exclusively with the Indemnifying Stockholders’ Representatives on all matters relating to (A) the determination of the occurrence of an Earn Out Event pursuant to Section 2.2, (B) the resolution of any disputes related to the occurrence of an Earn Out Event, (C) the resolution of any disputes for which Parent may seek indemnification or offset pursuant to Article VII, and their successors, as if expressly confirmed and ratified in writing by each (D) the enforcement of them. Without limiting the generality of the foregoing, any rights the Stockholders Representatives may have against Parent or the Surviving Corporation under this Agreement, and shall have full power and authority be entitled to interpret all rely conclusively (without further evidence of the terms and provisions of this Agreement any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by the Indemnifying Stockholders’ Representatives, to compromise and on any claims asserted hereunder and to authorize payments other action taken or purported to be made with respect thereto, taken on behalf of any Stockholder by the Indemnifying Stockholders and their successorsStockholders’ Representatives, as fully binding upon such Stockholder. The Escrow Agent may rely Stockholders’ Representatives shall not be responsible for any act done or omitted thereunder as the Stockholders’ Representatives while acting in good faith and without gross negligence or willful misconduct. The Stockholders shall jointly and severally indemnify the Stockholders’ Representatives and hold the Stockholders’ Representatives harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the Stockholders Representatives as the exclusive agent part of the Indemnifying Stockholders under this Agreement Stockholders’ Representatives and shall incur no liability to any party arising out of or in connection with respect to any action taken the acceptance or suffered by it in reliance thereon. In the event administration of the death Stockholders’ Representatives’ duties hereunder, including the reasonable fees and expenses of any legal counsel or permanent disability of a Stockholders Representativeother professional retained by the Stockholders’ Representatives, or his, her or its resignation as a Stockholders Representative, a successor Stockholders Representative shall be elected by a majority vote in connection with the acceptance and administration 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’ duties hereunder.

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 have full power be entitled to direct any and authority all requests, demands, notices and other actions pursuant to represent this Agreement, including without limitation under Articles X, XI and XII hereof, to the Indemnifying Stockholders or any of them through the Stockholders' Representatives, shall be entitled to deal directly and their successors, exclusively with respect to 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 and all actions taken 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 hereunder shall be binding upon in his capacity as such is taken or made on behalf of and for the Indemnifying account of the Stockholders, and their successors, as if expressly confirmed and ratified not in writing by each of themhis individual or any other capacity. 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 BPB on behalf of itself and its Affiliates hereby releases and forever discharges the Indemnifying Stockholders' Representatives from any and all causes of action, to compromise rights or claims that BPB or any claims asserted hereunder and to authorize payments to be made with of its Affiliates may have had in the past, may now have or may have in the future in respect thereto, on behalf of the Indemnifying Stockholders Stockholders' Obligations; provided, however, that such release and their successors. The Escrow Agent may rely on the Stockholders Representatives as the exclusive agent of the Indemnifying Stockholders under this Agreement and discharge shall incur no liability only apply -------- ------- 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 individual serving as a Stockholders Representative, Stockholders' Representative in his capacity as such and not in his capacity as 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 RepresentativeStockholder.

Stockholders Representatives. The (a) By virtue of their adoption of this Agreement and their approval of the principal terms of the Merger, the Company Stockholders Representatives shall have full power approved, effective as of such vote and authority to represent without any further action by the Indemnifying Company Stockholders, among other matters, the indemnification and their successors, with respect to all matters arising escrow terms set forth in Article X and have irrevocably appointed Xxxx Xxxxxxxxxxxxxx and Xxxxxx Xxxxx as the representatives and agents of the Company Stockholders 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’ Representatives”). Without limiting the generality of the foregoing, the Stockholders The Stockholders’ Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Company Stockholders and such successors. Notwithstanding the Indemnifying foregoing, (i) at any time that there are two Stockholders’ Representative, no Stockholders’ Representative shall be authorized to compromise take any claims asserted hereunder and actions under or pursuant to authorize payments this Agreement or the Escrow Agreement without the prior consent of the other Stockholders’ Representative or (ii) to be made with respect thereto, take any actions under or pursuant to this Agreement 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 less than all of the power, authority, rights Company Stockholders holding an interest in the Escrow Funds. The Company Stockholders shall be bound by all actions taken and privileges conferred documents executed by the Stockholders’ Representatives in connection with this Agreement upon the original Stockholders RepresentativesArticle X, and the term “Stockholders Representative” as used herein Parent shall be deemed entitled to include such successor Stockholders Representativerely on any action or decision of the Stockholders’ Representatives.