Appointment of Holder Representative. (a) Each Holder irrevocably constitutes and appoints Xxxxxx Xxxxxx (the "Holder Representative") as such Holder's true and lawful agent, proxy and attorney-in-fact and authorizes the Holder Representative acting for such Holder and in such Holder's name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement, as fully for all intents and purposes as such Holder might or could do in person, including, without limitation:
(i) to deliver all notices required to be delivered by such Holder under this Agreement, including, without limitation, any notice in connection with the exercise of the Basic Put Right, the Secondary Put Right, the Control Put Right or the Piggyback Put Right or any Demand Registration or Piggyback Registration;
(ii) to receive all notices required to be delivered to such Holder under this Agreement, including, without limitation, any notice in connection with the exercise of the Basic Put Right, the Secondary Put Right, the Control Put Right or the Piggyback Put Right or any Demand Registration or Piggyback Registration;
(iii) to receive all payments and distributions made to such Holder under this Agreement;
(iv) to take any and all action on behalf of such Holder from time to time as the Holder Representative may deem necessary or desirable to defend, pursue, resolve and/or settle claims under this Agreement; and
(v) to engage and employ agents and representatives for such Holder (including accountants, legal counsel and other professionals) and to incur such other expenses as he deems necessary or prudent in connection with the administration of the foregoing. Each Holder grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Holder Representative may lawfully do or cause to be done by virtue hereof. Each Holder will, by executing this Agreement agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Holder Representative and Katy and shall survive the death, incapacity, or bankruptcy of such Holder. Each Holder acknowledges and agrees that up...
Appointment of Holder Representative. Each Equityholder agrees and consents to (i) the irrevocable appointment of Holder Representative as Holder Representative and as the sole agent and attorney-in-fact for and on behalf of the Holders, including the undersigned, with full power of substitution, with all of the powers and authority contemplated by (x) the Merger Agreement, including Section 13.01 and Section 13.02 thereof and (y) any agreement between Holder Representative and the Exchange Agent and (ii) the payment of the Holder Representative Amount in accordance with Section 4.11 of the Merger Agreement. Each Equityholder acknowledges and agrees that any compromise or settlement of any matter by the Holder Representative as contemplated by the Merger Agreement (including Section 13.01 and Section 13.02 thereof) shall be binding upon, and fully enforceable against, the undersigned.
Appointment of Holder Representative. At any time after an Event of Default has occurred and is continuing, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a Holder Representative to exercise the rights of the Holders under this Agreement and the Notes on behalf of all the Holders. Each Holder, by receiving and holding a Note, agrees that any Holder Representative duly appointed under this Section 8.02 shall be authorized to exercise those rights on their behalf in accordance with the provisions of this Agreement.
Appointment of Holder Representative. The undersigned hereby consents to the election and appointment of EG&G Technical Services Holdings, L.L.C. as Holder Representative (as such term is defined in the Merger Agreement) and authorizes such Holder Representative to act as the undersigned's duly constituted attorney-in-fact in connection with the matters set forth in the Merger Agreement and Escrow Agreement until such time as a successor to such Holder Representative is replaced in accordance with the provisions of the Merger Agreement. The undersigned acknowledges and agrees that any decision, act, consent or instruction of the Holder Representative shall constitute a decision, act, consent or instruction of the undersigned and shall be final, binding and conclusive on the undersigned, and that Parent, Merger Sub and the Escrow Agent may rely upon any such decision, act, consent or instruction of the Holder Representative as being the decision, act, consent or instruction of the undersigned.
Appointment of Holder Representative. The Holder Representative is hereby designated to, and shall act as, the representative of the Holders, and is hereby authorized to act on behalf of the Holders and to take any and all actions required or permitted to be taken by the Holder Representative under this Agreement. The Holder Representative shall have the sole and exclusive right to seek to enforce any and all rights of the Holders under this Agreement.
Appointment of Holder Representative. The Holder Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of each Holder, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for each Holder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and to facilitate the consummation of the transactions contemplated hereby, including without limitation for purposes of (i) negotiating and settling, on behalf of the Holders, any dispute that arises under this Agreement, (ii) confirming the satisfaction of the Company’s obligations under this Agreement and (iii) negotiating and settling matters with respect to the amounts to be paid to the Holders pursuant to this Agreement.
Appointment of Holder Representative. (i) The Holder Representative is hereby designated to, and shall act as, the representative of the Holders, and is hereby authorized to act on behalf of the Holders and to take any and all actions required or permitted to be taken by the Holder Representative under this Agreement, the Escrow Agreement and any agreements ancillary to the foregoing (collectively, the “HR Agreements”). The Holder Representative shall have the sole and exclusive right to seek to enforce any and all rights of the Holders under this Agreement.
(ii) Each reference in any HR Agreement to the “Holder Representative” shall be a reference to the Holder Representative in its capacity as the Holder Representative and not in any other capacity.
(iii) Parent, Merger Sub and the Company shall be able to rely conclusively on the decisions, actions, consents or instructions of the Holder Representative on behalf of the Holders as to any decisions, actions, consents or instructions required to be taken by the Holder Representative under the HR Agreements, and may rely upon any such decision, action, consent or instruction of the Holder Representative as being the decision, action, consent or instruction of each such Holder.
Appointment of Holder Representative. By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Holder shall be deemed to have approved Shareholder Representative Services LLC as the Holder Representative as of the Closing and is hereby designated to, and shall act as, the representative of the Holders, and is hereby authorized to act on behalf of the Holders for all purposes in connection with this Agreement and any related agreement. The Holder Representative shall have the sole and exclusive right to seek to enforce any and all rights of the Holders under this Agreement.
Appointment of Holder Representative. The Equityholder agrees and consents to the irrevocable appointment of Ghost Media Group, LLC, a Nevada limited liability company, as Holder Representative and as the sole agent and attorney-in-fact for and on behalf of the Holders, including the undersigned, with full power of substitution, with all of the powers and authority contemplated by (x) the Merger Agreement, including Section 12.01 and Section 12.02 thereof and (y) any agreement between Holder Representative and the Exchange Agent. The Equityholder acknowledges and agrees that any compromise or settlement of any matter by the Holder Representative as contemplated by the Merger Agreement (including Section 12.01 and Section 12.02 thereof) shall be binding upon, and fully enforceable against, the undersigned.
Appointment of Holder Representative. By becoming a party to this Agreement and acceptance of the Note issued hereunder, each Purchaser hereby appoints Fundamental Master LP to serve as “Holder Representative”. Each Purchaser further agrees that the Holder Representative may be removed at any time by a vote of the Required Holders (as defined in the Note), and that if the Holder Representative is so removed, or if it at any time resigns or declines to serve as Holder Representative, the successor Holder Representative shall be the holder of the Notes that at any given time holds Notes in an aggregate principal amount that is greater than the aggregate principal amount of the Notes held by any other holder of the Notes. Each Purchaser hereby (a) irrevocably authorizes the Holder Representative to (i) enter into the Security Agreement and (ii) at its discretion, to take or refrain from taking such actions as Holder Representative and to exercise or refrain from exercising such powers under the Notes or the Security Agreement as are delegated by the terms hereof or thereof, as applicable, together with all powers reasonably related thereto and (b) agrees and consents to all of the provisions of the Security Agreement.
