Common use of Appointment Authority Clause in Contracts

Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders and by execution of a Company Warrant Termination Letter by each Company Warrant Holder, each Holder (regardless of whether or not such Holder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Date, Shareholder Representative Services LLC (together with its permitted successors, the “Holder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the Transactions, and to: (i) 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 of the Transactions and other matters contemplated hereby or thereby; (ii) authorize 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 and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and 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, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) 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 actions 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 Holder Representative for the accomplishment of the 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 Indemnification 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, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Holder Representative. 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 hereunder.

Appointment Authority. By For purposes of this Agreement, each 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 and the approval of the Merger by transactions contemplated hereby, including the Stockholders and by Merger, such Company Equityholder’s execution of a Transmittal Letter, and/or such Company Warrant Termination Letter by each Company Warrant Holder, each Holder (regardless Equityholder’s acceptance of whether or not such Holder votes in favor any consideration paid pursuant to this Agreement) to have consented to the appointment of the adoption of this Agreement and Equityholder Representative as the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Date, Shareholder Representative Services LLC (together with its permitted successors, the “Holder Representative”), as his, her or its true and lawful agent representative and attorney-in-fact for and on behalf of such Company Equityholder, with full power of substitution, to enter into act in the name, place and stead of such Company Equityholder for purposes taking any Related 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 any other agreement in connection with the TransactionsAncillary Agreements, and including the exercise of the power to: (i) 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 execute this Agreement, the Escrow any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments to such agreements, and take all actions required or any of the Transactions and other matters contemplated hereby or therebypermitted to be taken under such agreements; (ii) authorize deliveries (including by means of not objecting to claims) to Buyer of cash from the Indemnification Escrow Amountresolve, 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 and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claimsclaims in connection with this Agreement and any Ancillary Agreement; (viii) assert, negotiate, enter into settlements receive and compromises of, forward notices and agree communications pursuant 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 this Agreement and any such Holder, in each case relating to this Ancillary Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) 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 actions and do any and all things which this Agreement specifies that the Holder Representative can or shall do and (viiiiv) take all other actions necessary necessary, desirable or appropriate in the judgment of the Holder Equityholder Representative for the accomplishment of the foregoingforegoing and all of the other terms, in each case without having to seek or obtain the consent conditions and limitations of this Agreement, any Person under Ancillary Agreement and any circumstanceother agreements, documents and certificates pursuant thereto. The Person serving Xxxxxxx Xxxxxx hereby accepts his appointment as the Holder Representative may be replaced from time to time by the holders of a majority in interest Equityholder Representative. All decisions, actions, consents and instructions of the Indemnification 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, which shall not be unreasonably withheld, conditioned or delayed. No bond Equityholder Representative shall be required of final and binding upon all the Holder Representative. Notices Company Equityholders, and no Company Equityholder shall have any right to object, dissent, protest or communications to otherwise contest the same, except for fraud, bad faith or from the Holder Representative shall constitute notice to or from each of the Holders. The Holder Representative accepts its appointment hereunderwillful misconduct.

Appointment Authority. By For purposes of this Agreement, each Company Equityholder, without any further action on the part of any such Company Equityholder other than the Required Stockholder Consent, be deemed (by virtue of the adoption such Company Equityholder’s acceptance of any consideration paid pursuant to this Agreement or, as applicable, the execution and the approval delivery of the Merger by Omnibus Option Cancellation and Release Agreement) irrevocably consents to the Stockholders and by execution appointment of a Company Warrant Termination Letter by each Company Warrant HolderThe Resolute Fund III, each Holder (regardless of whether or not such Holder votes in favor of L.P. as the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Date, Shareholder Representative Services LLC (together with its permitted successors, the “Holder Representative”), as his, her or its true and lawful agent 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 enter into act in the name, place and stead of such Company Equityholder for purposes of taking any Related 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 (i) execute this Agreement, any Ancillary Agreement and any other agreement in connection with the Transactionsagreements, documents and certificates pursuant to such agreements, including all amendments to such agreements, and to: (i) give and receive notices and communications take all actions required or permitted to or from Buyer (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreementbe taken under such agreements, the Escrow Agreement or any of the Transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Buyer of cash from the Indemnification Escrow Amountresolve, 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 and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect toto indemnification or other claims, such claims; (viii) assert, negotiate, enter into settlements receive and compromises of, forward notices and agree communications pursuant 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 this Agreement and any such Holder, in each case relating to this Agreement, the Escrow Ancillary Agreement or the transactions contemplated hereby or thereby; (vi) 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 actions and do any and all things which this Agreement specifies that the Holder Representative can or shall do and (viiiiv) take all other actions necessary necessary, desirable or appropriate in the judgment of the Holder Company Equityholder Representative for the accomplishment of the foregoingforegoing and all of the other terms, in each case without having conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. The Resolute Fund III, L.P. hereby accepts its appointment as the Company Equityholder Representative. All decisions, actions, consents and instructions of the Company Equityholder Representative shall be final and binding upon all the Company Equityholders, and no Company Equityholder shall have any right to seek object, dissent, protest or obtain otherwise contest the same, except for intentional fraud or willful misconduct. Neither Parent nor Merger Sub shall have the right to object, dissent, protest or otherwise contest the authority of the Company Equityholder Representative. The approval of this Agreement by the requisite vote or written consent of the Company Equityholders 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 entitled to (i) rely on the Company Equityholder Representative with respect to all actions taken or required to be taken on behalf of any Person under Company Equityholder in connection with this Agreement and any circumstance. The Person serving as Ancillary Agreement and (ii) give notice only to the Holder Company Equityholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten days’ prior written and such notice to Buyer and with Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Holder Representative. 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 hereunderCompany Equityholder.

Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders and by execution of a The Company Warrant Termination Letter by each Company Warrant Holder, each Holder (regardless of whether or not such Holder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of immediately prior to the Agreement DateEffective Time, Shareholder Representative Services LLC Xxxxx X. Xxxxxxx (together with its his permitted successors, the “Holder Company Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into as of the Effective Time any Related Transaction Agreement and any other agreement in connection with the Transactionstransactions contemplated by this Agreement, and as of the Effective Time to: (i) give and receive notices and communications to or from Buyer Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or therebythereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually); (ii) authorize deliveries (including by means of not objecting to claims) to Buyer Parent of cash Parent Shares from the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Indemnity Escrow Amount; (iii) object to any claims pursuant to Section 6.48.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and 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 Holderthe Indemnity Escrow Amount, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) to the extent permitted by Section 7.3 and the terms of such other agreement, amend this Agreement, the Escrow Agreement or any other Related Transaction Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take any and all actions 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 Holder Company Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Holder Company Representative may be replaced from time to time upon his death, incapacity or resignation by a majority of the independent directors of Parent (as defined by the holders rules of a majority in interest AMEX) from and of the Indemnification Escrow Amount plus former stockholders of the Special Litigation Escrow Amount upon not less than ten days’ prior written notice to Buyer and with Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayedCompany. No bond shall be required of the Holder Company Representative. Notices or communications to or from , and the Holder Company Representative shall constitute notice to or from each of the Holdersreceive no compensation for his services. The Holder Company Representative accepts its his appointment hereunder.

Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders and by execution of a Company Warrant Termination Letter by each Company Warrant HolderStockholders, each Holder Stockholder (regardless of whether or not such Holder Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Datedate of this Agreement, Shareholder Representative Services LLC Xxxx X. Xxxxxxx (together with its permitted successors, the “Holder Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the Transactionstransactions contemplated by this Agreement, and to: (i) give and receive notices and communications to or from Buyer Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Buyer Parent 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 6.410.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and 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 Stockholder or by any such Holder Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such HolderStockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) 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 any and all actions 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 Holder Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Holder Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten days’ prior written notice to Buyer Parent and with BuyerParent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Holder Stockholder Representative, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Holder Stockholder Representative shall constitute notice to or from each of the HoldersStockholders. The Holder Stockholder Representative accepts its appointment hereunder.

Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders and by execution of a Company Warrant Termination Letter by Equityholders, each Company Warrant Holder, each Holder Equityholder (regardless of whether or not such Holder Company Equityholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Datedate of this Agreement, Shareholder Representative Services LLC (together with its permitted successors, the “Holder Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the Transactionstransactions contemplated by this Agreement, and to, after the Closing: (i) give and receive notices and communications to or from Buyer Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Buyer Parent 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 6.49.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and 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 Company Equityholder or by any such Holder Company Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such HolderCompany Equityholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) 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 any and all actions 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 Holder Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Holder 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 Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten (10) days’ prior written notice to Buyer Parent and with BuyerParent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Holder Stockholder Representative. Notices or communications to or from the Holder Stockholder Representative after the Closing shall constitute notice to or from each of the HoldersCompany Equityholders. The Holder Stockholder Representative accepts its appointment hereunder.

Appointment Authority. By 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 Merger by the Stockholders and by execution transactions contemplated 95 Table of a Company Warrant Termination Letter by each Company Warrant HolderContents hereby, each Holder (regardless of whether or not such Holder votes in favor of the adoption of this Agreement and the approval of including the Merger, whether at a meeting such Company Equityholder’s execution of an Option Letter of Transmittal or by written consent in lieu thereof) hereby initially appointsStock 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 Agreement Dateappointment of Inventus Intermediate, Shareholder Representative Services LLC (together with its permitted successors, as the “Holder Representative”), as his, her or its true and lawful agent representative and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”), with full power of substitution, to enter into act in the name, place and stead of such Company Equityholder for purposes of taking any Related and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or contemplated by this Agreement and any other agreement in connection with the TransactionsAncillary Agreements, and including the exercise of the power to: (i) 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 execute this Agreement, the Escrow any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or any of the Transactions consents to such agreements, and other matters contemplated hereby take all actions required or therebypermitted to be taken under such agreements; (ii) authorize deliveries (including by means of not objecting to claims) to Buyer of cash from the Indemnification Escrow Amountresolve, 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 settlements, releases and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such 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) assertconsent to release of payments to Parent, negotiate, enter into settlements and compromises of, and 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, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; receive payments and escrow releases and (vii) take any and all other actions and do any and all things which this Agreement specifies that the Holder Representative can or shall do and (viii) take all actions necessary necessary, desirable or appropriate in the judgment of the Holder Equityholder Representative for the accomplishment of the 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 foregoing and all of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten days’ prior written notice to Buyer other terms, conditions and with Buyer’s written consentlimitations of this Agreement, which shall not be unreasonably withheldany Ancillary Agreement and any other agreements, conditioned or delayeddocuments and certificates pursuant thereto. No bond shall be required of the Holder Representative. Notices or communications to or from the Holder Representative shall constitute notice to or from each of the Holders. The Holder Representative Inventus Intermediate, LLC hereby accepts its appointment hereunderas 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. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders and by execution of a Company Warrant Termination Letter by each Company Warrant HolderStockholders, each Holder Stockholder (regardless of whether or not such Holder Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the Agreement Datedate of this Agreement, Shareholder Representative Services LLC Xxxx Xxxxxxx (together with its his permitted successors, the “Holder Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the Transactionstransactions contemplated by this Agreement, and to: (i) give and receive notices and communications to or from Buyer Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or therebythereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually); (ii) authorize deliveries (including by means of not objecting to claims) to Buyer Parent 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 6.49.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and 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 Stockholder or by any such Holder Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such HolderStockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take any and all actions 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 Holder Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Holder Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten (10) days’ prior written notice to Buyer Parent and with BuyerParent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Holder Stockholder Representative, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Holder Stockholder Representative shall constitute notice to or from each of the HoldersStockholders. The Holder Stockholder Representative accepts its appointment hereunder.