Stockholder Representative Engagement Agreement definition

Stockholder Representative Engagement Agreement has the meaning set forth in Section 9.14(c). 84
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Examples of Stockholder Representative Engagement Agreement in a sentence

  • The amount of Post-Closing Contingent Payment(s) due to any Person pursuant to this Section 2.04 will be net of applicable payments due for or on behalf of the Company or any of its Affiliates pursuant to the Stockholder Representative Engagement Agreement, including any payments due to the Stockholder Representative and expenses otherwise incurred by any Parent Entity in connection with the dispatch of a Post-Closing Contingent Payment.

  • The Pre-Closing Holders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement or the transactions contemplated hereby or thereby.

  • The Expense Fund shall be accessed, and the Expense Fund Amount shall be used, solely by the Stockholder Representative to pay any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Stockholder Representative Engagement Agreement.

  • All decisions, actions, consents and instructions by the Stockholder Representative under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement shall be binding upon all of the Seller Indemnifying Parties and their successors as if expressly confirmed and ratified in writing by the Seller Indemnifying Parties, and no Seller Indemnifying Party shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction.

  • The Stockholder Representative shall be entitled to distribute all or any portion of the amount remaining in the Stockholder Representative Holdback Amount (if any) to the Exchange Agent, Surviving Corporation and/or Parent, as applicable, for further distribution to the Seller Indemnifying Parties based on their respective Pro Rata Share from time to time in accordance with the Stockholder Representative Engagement Agreement.

  • Except for Actual Fraud or willful misconduct on its part, neither the Stockholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Stockholder Representative Group”), shall have any liability to any Stockholder under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement for any act or omission by the Stockholder Representative on behalf of any Stockholder.

  • Certain Pre-Closing Holders have entered into an engagement agreement (the “Stockholder Representative Engagement Agreement”) with the Stockholder Representative to provide direction to the Stockholder Representative in connection with its services under this Agreement, 91 the Escrow Agreement and the Stockholder Representative Engagement Agreement (such Pre-Closing Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”).

  • Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Stockholders, except as expressly provided herein, in the Escrow Agreement and in the Stockholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule.

  • Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Paying Agent Agreement, the Escrow Agreement and in the Stockholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule.

  • The Stockholder Representative may resign at any time in accordance with the terms of the Stockholder Representative’s Stockholder Representative Engagement Agreement.

Related to Stockholder Representative Engagement Agreement

  • Stockholder Representative has the meaning set forth in the preamble.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Holder Representative has the meaning specified in Section 11.1.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller Representative means Xxxxx Bank.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Advisory representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Sponsor Group or their advisors and the Borrower.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Affiliation Agreement means a written agreement between a chartered program and any person that sets forth the roles and responsibilities of the parties, is signed by the individuals with authority to sign contracts, and provides for any of the following:

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).