Common use of Appointment Authority Clause in Contracts

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table of Contents hereby, including the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal or Stock Letter of Transmittal, as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to this Agreement) to have irrevocably consented, to the appointment of Inventus Intermediate, LLC as the representative and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to: (i) execute this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or consents to such agreements, and take all actions required or permitted to be taken under such agreements; (ii) resolve, agree to, negotiate, enter into settlements, releases and compromises of, and comply with orders of courts and awards of arbitrators with respect to, indemnification or other claims; (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company Optionholders, the expense of which engagements shall be borne by the Company Equityholders, (v) consent to release of payments to Parent, (vi) receive payments and escrow releases and (vii) take all other actions necessary, desirable or appropriate in the judgment of the Equityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Inventus Intermediate, LLC hereby accepts its appointment as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by By virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table Merger by the Stockholders, each Stockholder (regardless of Contents hereby, including whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal whether at a meeting or Stock Letter of Transmittalby written consent in lieu thereof) hereby initially appoints, as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to the date of this Agreement) to have irrevocably consented, to Xxxx Xxxxxxx (together with his permitted successors, the appointment of Inventus Intermediate“Stockholder Representative”), LLC as the representative his, her or its true and lawful agent and attorney-in-fact for to enter into any Related Agreement and on behalf of such Company Equityholder (any other agreement in connection with the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or transactions contemplated by this Agreement Agreement, and the Ancillary Agreements, including the exercise of the power to: (i) execute give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any Ancillary of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement and or the Escrow Agreement expressly contemplates that any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers notice or consents to communication shall be given or received by such agreements, and take all actions required or permitted to be taken under such agreementsStockholders individually); (ii) resolve, authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or agree to, negotiate, enter into settlements, releases settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, indemnification or other such claims; (iiiv) receive assert, negotiate, enter into settlements and forward notices compromises of, and communications pursuant agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company OptionholdersAgreement, the expense of which engagements shall be borne by Escrow Agreement or the Company Equityholders, (v) consent to release of payments to Parent, transactions contemplated hereby or thereby; (vi) receive payments and escrow releases amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all other actions necessary, desirable necessary or appropriate in the judgment of the Equityholder Stockholder Representative for the accomplishment of the foregoing and all foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the other termsEscrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, conditions which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, and limitations the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant theretothe Stockholders. Inventus Intermediate, LLC hereby The Stockholder Representative accepts its appointment as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativehereunder.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by By virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table Merger by the Company Equityholders, each Company Equityholder (regardless of Contents hereby, including whether or not such Company Equityholder votes in favor of the adoption of this Agreement and the approval of the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal whether at a meeting or Stock Letter of Transmittalby written consent in lieu thereof) hereby initially appoints, as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to the date of this Agreement) to have irrevocably consented, to Shareholder Representative Services LLC (together with its permitted successors, the appointment of Inventus Intermediate“Stockholder Representative”), LLC as the representative his, her or its true and lawful agent and attorney-in-fact for to enter into any Related Agreement and on behalf of such Company Equityholder (any other agreement in connection with the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or transactions contemplated by this Agreement Agreement, and to, after the Ancillary Agreements, including the exercise of the power toClosing: (i) execute give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any Ancillary Agreement of the transactions and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers matters contemplated hereby or consents to such agreements, and take all actions required or permitted to be taken under such agreementsthereby; (ii) resolve, authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or agree to, negotiate, enter into settlements, releases settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, indemnification or other such claims; (iiiv) receive assert, negotiate, enter into settlements and forward notices compromises of, and communications pursuant agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Company Equityholder or by any such Company Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Equityholder, in each case relating to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company OptionholdersAgreement, the expense of which engagements shall be borne by Escrow Agreement or the Company Equityholders, (v) consent to release of payments to Parent, transactions contemplated hereby or thereby; (vi) receive payments and escrow releases to the extent permitted by applicable Law, amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all other actions necessary, desirable necessary or appropriate in the judgment of the Equityholder Stockholder Representative for the accomplishment of the foregoing and all foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholder Representative may resign at any time. The Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the other termsEscrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, conditions and limitations which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant theretothe Stockholder Representative. Inventus Intermediate, LLC hereby Notices or communications to or from the Stockholder Representative after the Closing shall constitute notice to or from each of the Company Equityholders. The Stockholder Representative accepts its appointment as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativehereunder.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by By virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table Merger by the Stockholders, each Stockholder (regardless of Contents hereby, including whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal whether at a meeting or Stock Letter of Transmittalby written consent in lieu thereof) hereby initially appoints, as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to the date of this Agreement) to have irrevocably consented, to Xxxx X. Xxxxxxx (together with its permitted successors, the appointment of Inventus Intermediate“Stockholder Representative”), LLC as the representative his, her or its true and lawful agent and attorney-in-fact for to enter into any Related Agreement and on behalf of such Company Equityholder (any other agreement in connection with the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or transactions contemplated by this Agreement Agreement, and the Ancillary Agreements, including the exercise of the power to: (i) execute give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any Ancillary Agreement of the transactions and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers matters contemplated hereby or consents to such agreements, and take all actions required or permitted to be taken under such agreementsthereby; (ii) resolve, authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 10.4; (iv) consent or agree to, negotiate, enter into settlements, releases settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, indemnification or other such claims; (iiiv) receive assert, negotiate, enter into settlements and forward notices compromises of, and communications pursuant agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company OptionholdersAgreement, the expense of which engagements shall be borne by Escrow Agreement or the Company Equityholders, (v) consent to release of payments to Parent, transactions contemplated hereby or thereby; (vi) receive payments and escrow releases to the extent permitted by applicable Law, amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all other actions necessary, desirable necessary or appropriate in the judgment of the Equityholder Stockholder Representative for the accomplishment of the foregoing and all foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the other termsEscrow Amount upon not less than ten days’ prior written notice to Parent and with Parent’s written consent, conditions which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, and limitations the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant theretothe Stockholders. Inventus Intermediate, LLC hereby The Stockholder Representative accepts its appointment as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativehereunder.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shallEquityholder, without any further action on the part of any such Company EquityholderEquityholder other than the Required Stockholder Consent, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table of Contents hereby, including the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal or Stock Letter of Transmittal, as applicable, and/or such Company Equityholder’s acceptance of any consideration paid pursuant to this Agreement or, as applicable, the execution and delivery of the Omnibus Option Cancellation and Release Agreement) to have irrevocably consented, consents to the appointment of Inventus IntermediateThe Resolute Fund III, LLC L.P. as the representative and attorney-in-fact for and on behalf of such Company Equityholder (in its capacity as such, the “Company Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making of any decisions required or permitted to be taken by the Company Equityholder Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to: to (i) execute this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or consents amendments to such agreements, and take all actions required or permitted to be taken under such agreements; , (ii) resolve, agree to, negotiate, enter into settlements, releases settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, to indemnification or other claims; , (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company Optionholders, the expense of which engagements shall be borne by the Company Equityholders, (v) consent to release of payments to Parent, (vi) receive payments and escrow releases and (vii) take all other actions necessary, desirable or appropriate in the judgment of the Company Equityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Inventus IntermediateThe Resolute Fund III, LLC L.P. hereby accepts its appointment as the Company Equityholder Representative. All decisions, actions, consents or and instructions of or any compromises or settlement of any matter by the Company Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and no Company Equityholder shall have any right to object, dissent, protest or otherwise contest the same, except for intentional fraud or willful misconduct. Neither Parent and nor Merger Sub shall have the Surviving Corporation may rely upon any such decisionright to object, actdissent, consent, instruction, compromise protest or settlement otherwise contest the authority of the Company Equityholder Representative as being Representative. The approval of this Agreement by the decision, act, consent, instruction, compromise requisite vote or settlement written consent of each such the Company EquityholderEquityholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof binding upon the Company Equityholders. Each of Parent, Merger Sub and the Surviving Corporation are hereby relieved from entitled to (i) rely on the Company Equityholder Representative with respect to all actions taken or required to be taken on behalf of any liability Company Equityholder in connection with this Agreement and any Ancillary Agreement and (ii) give notice only to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with Company Equityholder Representative and such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativenotice shall constitute notice to each Company Equityholder.

Appointment Authority. For purposes The Company hereby initially appoints, as of this Agreementimmediately prior to the Effective Time, Xxxxx X. Xxxxxxx (together with his permitted successors, the Principal Stockholder hereby irrevocably consents, and each other “Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table of Contents hereby, including the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal or Stock Letter of TransmittalRepresentative”), as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to this Agreement) to have irrevocably consented, to the appointment of Inventus Intermediate, LLC as the representative its true and lawful agent and attorney-in-fact for to enter into as of the Effective Time any Transaction Agreement and on behalf of such Company Equityholder (any other agreement in connection with the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or transactions contemplated by this Agreement Agreement, and the Ancillary Agreements, including the exercise as of the power Effective Time to: (i) execute give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any Ancillary of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement and or the Escrow Agreement expressly contemplates that any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers notice or consents to communication shall be given or received by such agreements, and take all actions required or permitted to be taken under such agreementsStockholders individually); (ii) resolve, authorize deliveries (including by means of not objecting to claims) to Parent of Parent Shares from the Indemnity Escrow Amount; (iii) object to any claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements, releases settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, indemnification or other such claims; (iiiv) receive assert, negotiate, enter into settlements and forward notices compromises of, and communications pursuant agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against the Indemnity Escrow Amount, in each case relating to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company OptionholdersAgreement, the expense of which engagements shall be borne by Escrow Agreement or the Company Equityholders, (v) consent to release of payments to Parent, transactions contemplated hereby or thereby; (vi) receive payments to the extent permitted by Section 7.3 and escrow releases the terms of such other agreement, amend this Agreement, the Escrow Agreement or any other Transaction Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all other actions necessary, desirable necessary or appropriate in the judgment of the Equityholder Company Representative for the accomplishment of the foregoing and all foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Company Representative may be replaced upon his death, incapacity or resignation by a majority of the other terms, conditions and limitations independent directors of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Inventus Intermediate, LLC hereby accepts its appointment Parent (as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter defined by the Equityholder rules of AMEX) from and of the former stockholders of the Company. No bond shall be required of the Company Representative, and the Company Representative shall be final and binding upon and fully enforceable against all the receive no compensation for his services. The Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativeaccepts his appointment hereunder.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by By virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table Merger by the Stockholders and by execution of Contents herebya Company Warrant Termination Letter by each Company Warrant Holder, including each Holder (regardless of whether or not such Holder votes in favor of the adoption of this Agreement and the approval of the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal whether at a meeting or Stock Letter of Transmittalby written consent in lieu thereof) hereby initially appoints, as applicableof the Agreement Date, and/or such Company Equityholder’s acceptance of any consideration pursuant to this Agreement) to have irrevocably consentedShareholder Representative Services LLC (together with its permitted successors, to the appointment of Inventus Intermediate“Holder Representative”), LLC as the representative his, her or its true and lawful agent and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking enter into any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or contemplated by this Related Agreement and any other agreement in connection with the Ancillary AgreementsTransactions, including the exercise of the power and to: (i) execute give and receive notices and communications to or from Buyer (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any Ancillary Agreement of the Transactions and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers matters contemplated hereby or consents to such agreements, and take all actions required or permitted to be taken under such agreementsthereby; (ii) resolveauthorize deliveries (including by means of not objecting to claims) to Buyer of cash from the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount; (iii) object to any claims pursuant to Section 6.4; (iv) consent or agree to, negotiate, enter into settlements, releases settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, indemnification or other such claims; (iiiv) receive assert, negotiate, enter into settlements and forward notices compromises of, and communications pursuant agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Holder or by any such Holder against any Indemnified Party or any dispute between any Indemnified Party and any such Holder, in each case relating to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company OptionholdersAgreement, the expense of which engagements shall be borne by Escrow Agreement or the Company Equityholders, (v) consent to release of payments to Parent, transactions contemplated hereby or thereby; (vi) receive payments and escrow releases and amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; (vii) take any and all other actions necessary, desirable and do any and all things which this Agreement specifies that the Holder Representative can or shall do and (viii) take all actions necessary or appropriate in the judgment of the Equityholder Holder Representative for the accomplishment of the foregoing and all foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Holder Representative may be replaced from time to time by the holders of a majority in interest of the other termsIndemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten days’ prior written notice to Buyer and with Buyer’s written consent, conditions and limitations which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant theretothe Holder Representative. Inventus Intermediate, LLC hereby Notices or communications to or from the Holder Representative shall constitute notice to or from each of the Holders. The Holder Representative accepts its appointment as the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativehereunder.

Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table of Contents hereby, including the Merger, such Company Equityholder’s execution of an Option Letter of a Transmittal or Stock Letter of Transmittal, as applicableLetter, and/or such Company Equityholder’s acceptance of any consideration paid pursuant to this Agreement) to have irrevocably consented, consented to the appointment of Inventus Intermediate, LLC the Equityholder Representative as the representative and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”)Equityholder, with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making of any decisions required or permitted to be taken by the Equityholder Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to: (i) execute this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or consents amendments to such agreements, and take all actions required or permitted to be taken under such agreements; (ii) resolve, agree to, negotiate, enter into settlements, releases settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, indemnification or other claimsclaims in connection with this Agreement and any Ancillary Agreement; (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement Agreement; and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company Optionholders, the expense of which engagements shall be borne by the Company Equityholders, (v) consent to release of payments to Parent, (vi) receive payments and escrow releases and (vii) take all other actions necessary, desirable or appropriate in the judgment of the Equityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Inventus Intermediate, LLC Xxxxxxx Xxxxxx hereby accepts its his appointment as the Equityholder Representative. All decisions, actions, consents or and instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and no Company Equityholder shall have any right to object, dissent, protest or otherwise contest the Surviving Corporation may rely upon any such decisionsame, actexcept for fraud, consent, instruction, compromise bad faith or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representativewillful misconduct.