The Holder Representative Clause Samples
The "Holder Representative" clause designates an individual or entity to act on behalf of a group of holders, typically in the context of a transaction or agreement involving multiple parties with shared interests. This representative is empowered to make decisions, provide consents, and take actions that are binding on all holders, such as managing post-closing matters, handling communications, or resolving disputes. By centralizing authority in a single representative, the clause streamlines decision-making and communication, reducing administrative complexity and ensuring efficient management of collective interests.
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The Holder Representative. (a) Each Holder, by its acceptance of the benefits under this Agreement, authorizes, directs and appoints the Holder Representative to act as its sole and exclusive agent, attorney-in-fact and representative of such Holder, and authorizes and directs the Holder Representative to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses for the account of the Holders and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Holder Representative or the Holders, (ii) exercise such other rights, powers and authority as are authorized, delegated or granted to the Holder Representative hereunder and (iii) exercise such rights, powers and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, powers or authority, and any decision or determination made by the Holder Representative consistent therewith, shall be absolutely and irrevocably binding on each Holder as if such Holder personally had taken such action, exercised such rights, powers or authority or made such decision or determination in such Holder's individual capacity. Notwithstanding any other provision of this Agreement, each Holder irrevocably relinquishes its right to act independently and other than through the Holder Representative, except as expressly provided for under this Agreement. The Holder Representative hereby accepts the foregoing authorization and appointment and agrees to serve as the Holder Representative in accordance with this Agreement.
(b) The provisions of this Section 5 shall in no way impose any obligations on the Company. In particular, notwithstanding any notice received by the Company to the contrary, the Company (i) shall be fully protected in relying upon and shall be entitled to rely upon, shall have no liability to any Holder with respect to, any and all damages and losses arising out of actions, decisions and determinations of the Holder Representative and (ii) shall be entitled to assume that all actions, decisions and determinations of the Holder Representative are fully authorized by each Holder.
The Holder Representative. The Company hereby designates and appoints G▇▇▇▇ ▇▇▇▇▇ (the “Holder Representative”) as representative for the Holders to perform all such acts as are required, authorized or contemplated by this Section 9 to be performed by any such person and hereby acknowledges that the Holder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Section 9 by such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Such person hereby authorizes the other parties hereto to disregard any notice or other action taken by such person pursuant to this Section 9 except for the Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Holder Representative and are and will be entitled and authorized to give notices only to the Holder Representative for any notice contemplated by this Section 9 to be given to any such person. Notwithstanding the foregoing, the Holder Representative agrees that, before taking any action that would adversely affect any Holder, the Holder Representative shall give notice to and obtain consent from any such Holder. In the event the Holder Representative ceases to own Shares or dies, a successor to the Holder Representative may be chosen by a majority in interest of the Shares held by the Holders, provided that notice thereof is given by the new Holder Representative to the Buyer.
The Holder Representative. (a) Subject to Section 10.16(g), by virtue of the Required Limited Partner Approval, Required Member Approval, Blocker Equityholder Approval, each Acquired Company Equityholder irrevocably appoints and authorizes ECP V-D, LP, a Delaware limited partnership, as the “Holder Representative” hereunder, without any further act of such Acquired Company Equityholder, and irrevocably appoints and authorizes the Holder Representative in such capacity as its agent, proxy and attorney-in-fact to take such action as agent and attorney-in-fact on its, her or his behalf and to exercise such powers under this Agreement and any Transaction Documents which require any further act or any form of approval or consent of any Acquired Company Equityholder, together with all such powers as are reasonably incidental thereto (each such approved action, an “Authorized Action”). Each Acquired Company Equityholder shall, by executing this Agreement agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Holder Representative and shall survive the death, incapacity or bankruptcy of such Acquired Company Equityholder. The Holder Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. The Acquired Company Equityholders agree that ▇▇▇▇▇, Parent and the Acquired Companies shall have no Liability for any Authorized Action or other action of or inaction of the Holder Representative. Buyer shall be entitled to deal exclusively with the Holder Representative on behalf of any and all Acquired Company Equityholders with respect to all matters relating to this Agreement and the Transaction Documents, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Acquired Company Equityholder by the Holder Representative, and on any other action taken or purported to be taken on behalf of any Acquired Company Equityholder by the Holder Representative, as fully binding upon such Acquired Company Equityholder.
(b) Without limiting the generality of the foregoing in Section 10.16(a) and subject to Section 10.16(g), the Holder Representative, acting alone without the consent of any other Acquired Company Equityholder, is hereby authorized to (i) take any and all ac...
The Holder Representative