Common use of Appointment and Authority of Holder Representative Clause in Contracts

Appointment and Authority of Holder Representative. (a) The Stockholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders for the purposes described in this Section 7.4. The Holder Representative shall be selected by the Electing Holder(s) and shall serve as the agent and representative of each Stockholder with respect to any Sale Process. (b) The Holder Representative shall have full power and authority to take all actions under this Section 7 that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement in connection with the Sale Process, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, consenting to any actions on behalf of the Stockholders in connection with a Sale of the Company pursuant to a Sale Process, conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company pursuant to a Sale Process, dealing with the Company in connection with the Sale Process, taking any and all other actions specified in or contemplated by this Agreement in connection with the Sale Process, and engaging counsel, accountants or other representatives to represent the Electing Holder(s) in connection with the foregoing matters. (c) The Holder Representative shall be indemnified for and shall be held harmless by the Stockholders against any losses incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the Stockholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages. (d) Any action taken by the Holder Representative pursuant to the authority granted in this Section 7.4 shall be effective and absolutely binding as the action of the Stockholders under this Agreement. (e) The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of it taken in reasonable reliance on the actions or omissions of the Holder Representative.

Appointment and Authority of Holder Representative. (a) The Stockholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders for the purposes described in this Section 7.4___. The Holder Representative shall be selected by the Electing Holder(s) Holders and shall serve as the agent and representative of each Stockholder with respect to any Sale Process. (b) the matters set forth in this Agreement. The Holder Representative shall have full power and authority to take all actions under this Section 7 Agreement that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement in connection with the Sale ProcessAgreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, interpreting all of the terms and provisions of this Agreement, consenting to any actions on behalf of the Stockholders in connection with a Sale of the Company pursuant (except with respect to a any approvals of the final terms and conditions of such Sale Processof the Company by the Investors in their capacities as such), conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company pursuant to a Sale ProcessCompany, dealing with the Company in connection with the Sale Processunder this Agreement, taking any and all other actions specified in or contemplated by this Agreement in connection with the Sale ProcessAgreement, and engaging counsel, accountants or other representatives to represent the Electing Holder(s) Holders in connection with the foregoing matters. (c. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and amendment(s) hereof or thereof in its capacity as Holder Representative. The Holder Representative shall be indemnified for and shall be held harmless by the Stockholders Investors against any losses incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the Stockholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages. (d) . Any action taken by the Holder Representative pursuant to the authority granted in this Section 7.4 _ shall be effective and absolutely binding as the action of the Stockholders under this Agreement. (e) . The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of it them taken in reasonable reliance on the actions or omissions of the Holder Representative. 1 In most cases investors will want the term “Key Holders” to include holders of significant quantities of common stock or options in addition to the individuals who actually founded the Company.

Appointment and Authority of Holder Representative. (a) The Stockholders Shareholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders Shareholders for the purposes described in this Section 7.4___. The Holder Representative shall be selected by the Electing Holder(s) Holders and shall serve as the agent and representative of each Stockholder Shareholder with respect to any Sale Processthe matters set forth in this Agreement. (b) The Holder Representative shall have full power and authority to take all actions under this Section 7 Agreement that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement in connection with the Sale ProcessAgreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, interpreting all of the terms and provisions of this Agreement, consenting to any actions on behalf of the Stockholders Shareholders in connection with a Sale of the Company pursuant (except with respect to a any approvals of the final terms and conditions of such Sale Processof the Company by the Investors in their capacities as such), conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company pursuant to a Sale ProcessCompany, dealing with the Company in connection with the Sale Processunder this Agreement, taking any and all other actions specified in or contemplated by this Agreement in connection with the Sale ProcessAgreement, and engaging counsel, accountants or other representatives to represent the Electing Holder(s) Holders in connection with the foregoing matters. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and amendment(s) hereof or thereof in its capacity as Holder Representative. (c) The Holder Representative shall be indemnified for and shall be held harmless by the Stockholders Investors against any losses incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholdersshareholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s [gross negligence or willful misconduct misconduct] in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the StockholdersShareholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders Shareholders for any indirect, punitive, special or consequential damages. (d) Any action taken by the Holder Representative pursuant to the authority granted in this Section 7.4 • shall be effective and absolutely binding as the action of the Stockholders Shareholders under this Agreement. (e) The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of it them taken in reasonable reliance on the actions or omissions of the Holder Representative. 1 Consideration may be given to making this Agreement a “unanimous shareholder agreement” under the Canada Business Corporations Act (the “CBCA”) or the corporate statute of the relevant jurisdiction. If that is the intention, this Agreement may continue to be called a Voting Agreement or the title may be changed to “Shareholder Agreement” or “Unanimous Shareholder Agreement”. In order for this Agreement to be a unanimous shareholder agreement, all shareholders must be parties to this Agreement, and it must include a provision restricting the rights of the directors to some, even minor, extent.

Appointment and Authority of Holder Representative. (a) The Stockholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders for the purposes described in this Section 7.4. The Holder Representative shall be selected by the Electing Holder(s) Holders and shall serve as the agent and representative of each Stockholder with respect to any Sale Processthe matters set forth in this Agreement. (b) The Holder Representative shall have full power and authority to take all actions under this Section 7 Agreement that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement in connection with the Sale ProcessAgreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, interpreting all of the terms and provisions of this Agreement, consenting to any actions on behalf of the Stockholders in connection with a Sale of the Company pursuant (except with respect to a any approvals of the final terms and conditions of such Sale Processof the Company by the Investors in their capacities as such), conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company pursuant to a Sale ProcessCompany, dealing with the Company in connection with the Sale Processunder this Agreement, taking any and all other actions specified in or contemplated by this Agreement in connection with the Sale ProcessAgreement, and engaging counsel, accountants or other representatives to represent the Electing Holder(s) Holders in connection with the foregoing matters. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and amendment hereof or thereof in its capacity as Holder Representative. (c) The Holder Representative shall be indemnified for and shall be held harmless by the Stockholders Investors against any losses Losses incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the Stockholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages. (d) Any action taken by the Holder Representative pursuant to the authority granted in this Section 7.4 _ shall be effective and absolutely binding as the action of the Stockholders under this Agreement. (e) The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of it them taken in reasonable reliance on the actions or omissions of the Holder Representative.

Appointment and Authority of Holder Representative. (ai) The Stockholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders for the purposes described in this Section 7.46.5. The Holder Representative shall be selected by the Electing Holder(s) Required Series A Holders and shall serve as the agent and representative of each Stockholder with respect to any Sale Processthe matters set forth in this Agreement. (bii) The Holder Representative shall have full power and authority to take all actions under this Section 7 Agreement that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement in connection with the Sale ProcessAgreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, interpreting all of the terms and provisions of this Agreement, consenting to any actions on behalf of the Stockholders in connection with a Sale of the Company pursuant (except with respect to a any approvals of the final terms and conditions of such Sale Processof the Company by the Investors in their capacities as such), conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company pursuant to a Sale ProcessCompany, dealing with the Company in connection with the Sale Processunder this Agreement, taking any and all other actions specified in or contemplated by this Agreement in connection with the Sale ProcessAgreement, and engaging counsel, accountants or other representatives to represent the Electing Holder(s) Required Series A Holders in connection with the foregoing matters. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and amendment hereof or thereof in its capacity as Holder Representative. (ciii) The Holder Representative shall be indemnified for and shall be held harmless by the Stockholders Investors against any losses and damages, awards, losses, liabilities, settlements, judgments, costs and expenses (including, without limitation, interest awards, litigation costs, and attorneys’ fees awards) incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling personsPersons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the Stockholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages. (div) Any action taken by the Holder Representative pursuant to the authority granted in this Section 7.4 6.5 shall be effective and absolutely binding as the action of the Stockholders under this Agreement. (ev) The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of it them taken in reasonable reliance on the actions or omissions of the Holder Representative.