Stockholder Representatives definition

Stockholder Representatives means, with respect to a Stockholder, such Stockholder’s directors, partners, officers, employees, accountants, consultants, legal counsel, investment bankers, financial advisors, brokers, finders or agents or other representatives of such Stockholder except that any Person who is a member of the Company Board shall not be a “Stockholder Representative” for any purpose hereunder.

Stockholder Representatives is defined in the preamble of this Agreement.

Stockholder Representatives has the meaning set forth in the first paragraph of this Agreement.

Examples of Stockholder Representatives in a sentence

• Each Stockholder also agrees to be responsible for enforcing the terms of this letter agreement as to its Stockholder Representatives and maintaining the confidentiality of the Confidential Information and to take such action, legal or otherwise, to the extent necessary to cause them to comply with the terms and conditions of this letter agreement and thereby prevent any disclosure or prohibited use of Confidential Information by any of its Stockholder Representatives.

• Stockholder shall immediately cease and discontinue, and Stockholder shall direct the Stockholder Representatives, if any, immediately to cease and discontinue, any existing discussions with any Person that relate to any Acquisition Proposal.

• The Stockholder Representative's liability in fulfilling its duties will be limited to bad faith, willful misconduct or gross negligence on its part.

• Such resignation of the Stockholder Representative will be effective upon such notice being given and such new Stockholder Representative's acceptance of such appointment and will relieve the resigning Stockholder Representative of all duties and responsibilities of the Stockholder Representative in such capacity thereafter arising.

• No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for their services.

More Definitions of Stockholder Representatives

Stockholder Representatives has the meaning set forth in Section 3.1.

Stockholder Representatives shall have the meaning set forth in Section 1.14(a) of this Agreement.

Stockholder Representatives means those natural Persons appointed by the Original Stockholders as Stockholder Representatives pursuant to that certain Stockholder Representatives Agreement by and among the Original Stockholders dated as of November 15, 2005.

Stockholder Representatives means the individuals (and their successors) specified in the Escrow, Release, and Indemnification Agreement as the Stockholder Representatives, who have been appointed by the Stockholders for the purpose of acting on behalf of the Stockholders with respect to the transactions contemplated by this Agreement, including without limitation acting as transfer agent for the Company Shares, administering the Aggregate Consideration, as adjusted, as set forth in Section 2 below, and making decisions with respect to indemnity claims and amendments to this Agreement, the Escrow, Release, and Indemnification Agreement, or any ancillary agreements.

Stockholder Representatives means the individuals listed on the signature pages to this Agreement in their capacities as representatives of the stockholders of the Company.

Stockholder Representatives means the persons identified as such in the Preliminary Statements set forth above; provided, however, that in the case of the death, resignation, removal or disability of a Stockholder Representative, his or her successor shall be designated in the manner set forth in Section 2.01(b), and upon providing a written acknowledgment to such effect to all other parties hereto and agreeing to be bound and subject to the terms hereof, shall become a Stockholder Representative.

Stockholder Representatives means Xxxxxx Xxxxxxx, Xx. Xxxxxxx Nocero and Xxxxx Xxxxxx or such successors as are selected pursuant to Section 7 of the Escrow Agreement.