Common use of Appointment Authority Clause in Contracts

Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.

Appointment Authority. Each By approval of this Agreement pursuant to the DGCL and upon and by virtue of the Sellers execution of the written consent of the Stockholders as required by the DGCL and an acknowledgment form by the Carve-out Participants approving this Agreement and the transactions contemplated hereby appoints Txxxxx Xxxxxxx as their representative (and without any further action of any of the “Sellers’ Representative”)Stockholders or the Company, the Company Holders hereby irrevocably appoint Fortis Advisors LLC, a Delaware limited liability company to act as the initial agent, representative and attorney-in-fact for and on behalf of each Seller, and Company Holder (the Sellers’ “Representative”). The Representative shall be authorized hereby have such powers and authority as are necessary or appropriate to take any and all actions and make any decisions carry out the functions assigned to it under this Agreement; provided, however, that the Representative shall have no obligation to act on behalf of the Sellers required or permitted Company Holders, except as expressly provided herein. All actions of the Representative shall be deemed to be taken by any facts ascertainable outside this Agreement and shall be binding on the Company Holders as a matter of contract law. No bond shall be required of the Sellers under this Agreement or any Representative. Without limiting the generality of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitationforegoing, the exercise Representative shall have full power, authority and discretion to give and accept notices as provided hereunder; initiate, investigate, defend, compromise, arbitrate, settle, mediate, prosecute and authorize payment of the power to (i) receive or give any notice on behalf of Sellers and all indemnification claims pursuant to this Agreement or and to otherwise carry out the purposes and intent of this Agreement. The Representative may resign at any time, and may be removed by the vote of Stockholders entitled to receive a majority of the Sellers’ Closing Documents, (ii) authorize delivery Merger Consideration payable to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement Stockholders pursuant to Section 6this Agreement; provided; however, and (vi) take all actions necessary in that any such resignation or removal shall only be effective upon the judgment appointment of a successor representative, who shall be deemed automatically to be the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of “Representative” under both this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16Escrow Agreement.

Appointment Authority. Each of the Sellers hereby Fusion Shareholder irrevocably authorizes, directs and appoints Txxxxx Xxxxxxx Alfant to act as their representative (the “Sellers’ Representative”)sole and exclusive agent, as the attorney-in-fact for and on behalf representative of each Seller, and the Sellers’ Representative shall be authorized hereby Fusion Shareholders (the "Representative") in his discretion to (a) take any and all actions (including executing and delivering any documents or agreeing to make any decisions payments, incurring any costs and expenses for the account of the Fusion Shareholders and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Fusion Shareholders; (b) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement; and (c) exercise such rights, power and authority as are incidental to the foregoing. Without limiting the foregoing, the Representative shall have the duty and authority on behalf of the Sellers Fusion Shareholders to do anything required of the Representative under this Agreement, including to: (i) determine and resolve any disputes that may arise under this Agreement, using his best efforts to resolve all such disputes by agreed settlement or permitted to be taken arbitration; (ii) defend or prosecute any claim or right of the Fusion Shareholders under this Agreement arising out of or in connection with any breach by IMR and the Company of any of the Sellers terms and provisions of this Agreement; and (iii) select and retain legal counsel to assist him in interpreting and advising him with respect to his rights, authority and obligations (and those of the Fusion Shareholders) under this Agreement and, on behalf of the Fusion Shareholders, to select and retain legal counsel (and other professionals and experts) to assist them in the performance of their duties under this Agreement. Each Fusion Shareholder acknowledges and agrees that: (x) such Fusion Shareholder has entered into this Agreement and has appointed the Representative as agent of such Fusion Shareholder under this Agreement in consideration of each other Fusion Shareholder doing the same; (y) the agency created by this Agreement is intended to benefit all Fusion Shareholders; and (z) the agency created by this Agreement is irrevocable and shall not be affected by the subsequent disability or incompetence of any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16Fusion Shareholders.

Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.