Authorization of the Representatives. (a) The Representatives have been appointed, designated, authorized and empowered (by the Board of Managers and holders of more than a majority of the outstanding Equity Interests of the Company) to act as the agents and representatives of the Company Member Interest Holders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Company Member Interest Holders under this Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article XII, which shall include the full power and authority to settle and resolve any disputes which may arise (i) under Article II with respect to the Final Adjustment Amount, and (ii) with respect to indemnification claims made by Parent under Article X. The Representatives shall act by majority vote (not less than four of the Representatives).
Authorization of the Representatives. (a) The Representatives have entered into this Agreement solely to acknowledge their agreement to serve as representatives of the stockholders for the limited purpose set forth herein. The Representatives will act as the agents of the Stockholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Stockholders under this Agreement, and will have the full power and authority to receive consideration on behalf of the Stockholders, and settle and resolve any disputes which may arise under Article II with respect to the Final Adjustment Amount and with regard to indemnification claims made against the Escrow Fund.
