The Representative. (a) The board of directors of the Company has determined that it is desirable to designate the Representative to act on behalf of the Company Equityholders for certain limited purposes, as described herein. By virtue of adoption of this Agreement by the Company Equityholders, and without further action by any Company Equityholder, Madison Dearborn Capital Partners V-A, L.P. is hereby irrevocably appointed, authorized and empowered to act as the initial "Representative", and execution of a written consent approving the transactions contemplated hereby by a Company Equityholder shall, to the maximum extent permitted under applicable Law, constitute irrevocable ratification and approval of such designation by such Company Equityholder and authorization of the Representative to serve in such capacity, and shall also constitute a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements made by the Representative on behalf of the Company Equityholders in this Agreement and the other agreements entered into in connection herewith (including the Escrow Agreement). The Representative may resign at any time and for any reason and the Representative may be removed only by the vote of Persons who collectively owned more than fifty percent (50%) of the outstanding shares of Company Common Stock as of immediately prior to the Closing (the "Majority Holders"). The designation of the Representative is coupled with an interest, and, except as set forth in the immediately preceding sentence, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of any of the Company Equityholders. In the event that the Representative has resigned or been removed, a new Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Representative. Written notice of any such resignation, removal or appointment of a Representative shall be delivered by the Representative to the Buyer promptly after such action is taken.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crown Castle International Corp)
The Representative. The Holder (aon the Holder’s own behalf and on behalf of its successors and assigns) The board of directors hereby irrevocably designates, empowers and appoints the Representative as the attorney-in-fact for and on behalf of the Company has determined that it Holder, with full power and authority to represent the Holder and his, her or its successors with respect to any and all actions and make any and all decisions required or permitted to be taken by such Holder under the Merger Agreement or any Ancillary Agreement to which any Stockholder is desirable a party, including the exercise of the power to designate (i) resolve any Dispute Notices with respect to the Final Closing Statement or any Earn-Out Statement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (iii) resolve any indemnification claims and (iv) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of the Merger Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative has the authority and power to act on behalf of the Company Equityholders for certain limited purposes, as described herein. By virtue of adoption of this Agreement by the Company Equityholders, and without further action by any Company Equityholder, Madison Dearborn Capital Partners V-A, L.P. is hereby irrevocably appointed, authorized and empowered to act as the initial "Representative", and execution of a written consent approving the transactions contemplated hereby by a Company Equityholder shall, Holder with respect to the maximum extent permitted under applicable Law, constitute irrevocable ratification and approval of such designation Merger Agreement or any Ancillary Agreement to which any Stockholder is a party. The Holder will be bound by such Company Equityholder and authorization of the Representative to serve in such capacity, and shall also constitute a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements made actions taken by the Representative on behalf in connection with the Merger Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. The Holder hereby accepts and acknowledges the following: · that such agency may be changed with respect to the Representative by the majority of the Company Equityholders in this Agreement Stockholders represented thereby; provided, however, that the Representative may not be removed unless any such majority agrees to such removal and to the other agreements entered into in connection herewith (including identity of a substituted agent reasonably acceptable to Parent; · the Escrow Agreement). The Representative may resign at any time and for any reason by providing written notice of his intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor representative, reasonably acceptable to Parent, by the relevant majority; · No bond shall be required of the Representative and the Representative shall not receive any compensation for its services; · The Representative shall not be liable to the Stockholders for any act done or omitted under the Merger Agreement as the Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of the Representative; · The Representative shall only have the duties expressly stated in the Merger Agreement and shall have no other duty, express or implied; · The Representative may be removed only engage attorneys, accountants and other professionals and experts and pay for such services by seeking reimbursement from the Stockholders; · The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the vote Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of Persons who collectively owned more than fifty percent (50%) of reasonable judgment; and · The Stockholders shall jointly and severally indemnify the outstanding shares of Company Common Stock as of immediately prior to Representative and hold the Closing (Representative harmless against any loss, liability or expense incurred on the "Majority Holders"). The designation part of the Representative is coupled (so long as the Representative was acting in good faith in connection therewith) and arising out of or in connection with an interestthe acceptance or administration of the Representative’s duties under the Merger Agreement, and, except as set forth in including the immediately preceding sentence, such designation is irrevocable reasonable fees and shall not be affected expenses of any legal counsel retained by the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of any of the Company Equityholders. In the event that the Representative has resigned or been removed, a new Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Representative. Written notice of any such resignation, removal or appointment of a Representative shall be delivered by the Representative to the Buyer promptly after such action is taken.
Appears in 1 contract
The Representative. (a) The board of directors of the Company has determined that it is desirable to designate the Representative to act on behalf of the Company Equityholders for certain limited purposesShareholders hereby authorize, as described herein. By virtue of adoption of this Agreement by the Company Equityholders, direct and without further action by any Company Equityholder, Madison Dearborn Capital Partners V-A, L.P. is hereby irrevocably appointed, authorized and empowered appoint Xxxxxxx X. Xxxxxxx to act as the initial sole and exclusive agent, attorney-in-fact and representative of the Shareholders (the "Representative"), and execution hereby further authorize and direct the Representative (i) to take any and all actions (including, without limitation, executing and delivering any and all agreements, instruments, certificates and other documents, incurring any and all costs 50 and expenses for the account of a written consent approving the Shareholders (which costs and expenses shall constitute Damages incurred or suffered by Buyer within the meaning of this Article XI) and making any and all determinations which may be required or permitted by this Agreement or any of the Transaction Documents to be taken by the Shareholders or the Representative, (ii) to exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with the transactions contemplated hereby by a Company Equityholder shalland thereby, and (iii) to exercise such rights, power and authority as are incidental to the maximum extent permitted under applicable Lawforegoing. Any such actions taken, constitute irrevocable ratification and approval exercises of such designation by such Company Equityholder and authorization of the Representative to serve in such capacityrights, power or authority, and shall also constitute a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements any decision or determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on behalf of each Shareholder as if such Shareholder personally had taken such action, exercised such rights, or authority or made such decision or determination in such Shareholder's individual capacity. Notwithstanding anything to the Company Equityholders contrary contained in this Agreement and the other agreements entered into in connection herewith (including the Escrow Agreement). The Representative may resign at any time and for any reason and the Representative may be removed only by the vote of Persons who collectively owned more than fifty percent (50%) of the outstanding shares of Company Common Stock as of immediately prior , with respect to the Closing specific matters set forth in this Article XI, (i) each Shareholder hereby irrevocably relinquishes such Shareholder's right to act independently and other than through the "Majority Holders"). The designation representative, except with respect to the removal of the Representative is coupled with an interest, and, except as set forth in the immediately preceding sentence, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of any of the Company Equityholders. In the event that the Representative has resigned or been removed, a new Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Representative. Written notice of any such resignation, removal or appointment of a successor Representative as provided in Section 11.08(b) hereof, and (ii) no Shareholder shall be delivered by have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company or the Buyer, with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative to in accordance with the Buyer promptly after such action is takenterms of this Agreement.
Appears in 1 contract
The Representative. (a) The board of directors of the Company has determined that it is desirable to designate the Representative to act on behalf of the Company Equityholders for certain limited purposes, as described herein. By virtue of the adoption of this Agreement, the Escrow Agreement by and approval of the Company Equityholders, Merger and without further action by any Company Equityholder, Madison Dearborn Capital Partners V-A, L.P. is hereby irrevocably appointed, authorized and empowered to act as the initial "Representative", and execution of a written consent approving the transactions contemplated hereby by a the Company Equityholder shallStockholders, to each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the maximum extent permitted under applicable Lawadoption of the Agreement, constitute irrevocable ratification the Escrow Agreement and the approval of such designation the Merger and the transactions contemplated hereby, whether at a meeting or by such Company Equityholder written consent in lieu thereof) shall be deemed to have appointed, effective from and authorization after the approval of the Merger, Representative to serve act as his, her or its representative and true and lawful attorney-in-fact, with full power of substitution, in such capacityholder’s name and on such holder’s behalf, and shall also constitute a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements made by the Representative on behalf of the Company Equityholders in under this Agreement and the other agreements entered into Escrow Agreement in connection herewith (including the Escrow Agreement). The Representative may resign at any time and for any reason and the Representative may be removed only by the vote of Persons who collectively owned more than fifty percent (50%) of the outstanding shares of Company Common Stock as of immediately prior to the Closing (the "Majority Holders"). The designation absolute discretion of the Representative is coupled in accordance with an interest, and, except as set forth in the immediately preceding sentence, such designation terms of this Section 1.18. This power of attorney and all authority hereby conferred is irrevocable and shall not be affected terminated by any act of any such holder, by operation of law or by any other event, except as expressly set forth herein. The Representative may resign and shall be discharged of his duties hereunder upon the death, incapacity, illness, bankruptcy, dissolutionappointment of a successor Representative as hereinafter provided. In case of such resignation, or other in the event of death or inability to act of any the Representative, a successor shall be named from among the holders of Company Common Stock or their designated representatives upon the affirmative vote of the holders of a majority of the Company EquityholdersCommon Stock outstanding as of the Closing. In the event that the Representative has resigned Any person or been removed, entity appointed to replace a new former Representative shall be appointed by execute a vote statement agreeing to perform the duties set forth in this Agreement. The appointment of the Majority Holders, such appointment to a replacement Representative shall become effective upon delivery of such statement to Parent and the written acceptance thereof by the new RepresentativeSurviving Corporation. Written notice of any such resignation, removal or appointment of a Each successor Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Representative, and the term “Representative” as used herein shall be delivered by the Representative deemed to the Buyer promptly after include such action is takensuccessor Representative.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Driftwood Ventures, Inc.)
