Common use of Appointment of proxies Clause in Contracts

Appointment of proxies. Each of the Management Stockholders hereby appoints Xxxx X. Xxxxxxxx (for so long as he is serving as the Chief Executive Officer) and if Xxxx X. Xxxxxxxx is not serving as Chief Executive Officer, the Chief Executive Officer from time to time thereafter (the “Management Proxy”), each of the Executive Stockholders that is a Permitted Transferee of Xxxx X. Xxxxxxxx (the “Xxxxxxxx Stockholders”) hereby appoints Xxxx X. Xxxxxxxx (the “Xxxxxxxx Proxy”) until changed as provided herein, each of the Executive Stockholders that is a Permitted Transferee of Xxxxxx XxxXxxxxx Read, Jr. (the “Read Stockholders”) until changed as provided herein hereby appoints Xxxxxx XxxXxxxxx Read, Jr. (the “Read Proxy”) until changed as provided herein and each of the Other Stockholders hereby appoints H&F Globe Investor L.P. (the “Other Stockholder Proxy”) until changed as provided herein, in each case as the agent, proxy, and attorney-in-fact in connection with this Agreement and the actions contemplated herein for the Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders and Other Stockholders, respectively, in each case with full power of substitution and re-substitution (including, without limitation, full power and authority to act on the Management Stockholders’, Xxxxxxxx Stockholders’, Read Stockholders’ and Other Stockholders’ behalf, respectively in connection with this Agreement and the actions contemplated herein) to take any action, should a Management Proxy, Xxxxxxxx Proxy, Read Proxy or the Other Stockholder Proxy, respectively, elect to do so in his or its sole discretion to execute and deliver on behalf of the Management Stockholders, Read Stockholders, Xxxxxxxx Stockholders or Other Stockholders, respectively, any amendment to this Agreement so long as such amendments shall apply equally to all Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders or Other Stockholders. Each of the Management Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Management Proxy from and against any and all losses incurred by such Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Management Proxy’s capacity as a Management Proxy other than such claims or losses resulting from a Management Proxy’s willful misconduct. Each of the Xxxxxxxx Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Xxxxxxxx Proxy from and against any and all losses incurred by such Xxxxxxxx Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Xxxxxxxx Proxy’s capacity as a Xxxxxxxx Proxy other than such claims or losses resulting from a Xxxxxxxx Proxy’s willful misconduct. Each of the Read Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Read Proxy from and against any and all losses incurred by such Read Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Read Proxy’s capacity as a Read Proxy other than such claims or losses resulting from a Read Proxy’s willful misconduct. Each of the Other Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, the Other Stockholder Proxy from and against any and all losses incurred by the Other Stockholder Proxy or any of its Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to the Other Stockholder Proxy’s capacity as the Other Stockholder Proxy other than such claims or losses resulting from the Other Stockholder Proxy’s gross negligence or willful misconduct. By execution hereof, Xxxx X. Xxxxxxxx hereby agrees to act as Management Proxy until such time as he is no longer serving as the Chief Executive Officer of the Company. By execution hereof, Xxxx X. Xxxxxxxx agrees to act as the Xxxxxxxx Proxy until such time as a new Xxxxxxxx Proxy is elected by the majority in interest of the Xxxxxxxx Stockholders. By execution hereof, Xxxxxx XxxXxxxxx Read, Jr. agrees to act as the Read Proxy until such time as a new Read Proxy is elected by the majority in interest of the Read Stockholders. By execution hereof, H&F Globe Investor L.P. hereby agrees to act as Other Stockholder Proxy until such time as H&F Globe Investor L.P. resigns from such position. Upon such resignation of H&F Globe Investor L.P., the Other Stockholders representing a majority in interest of the Other Stockholders shall appoint a new Other Stockholder Proxy.

Appointment of proxies. (a) Each of the Management Stockholders hereby appoints Xxxx X. Xxxxxx Xxxxxxxx (for so long as he is serving as the Chief Executive Officer) and if Xxxx X. Xxxxxxxx is not serving as Chief Executive Officer, the Chief Executive Officer from time to time thereafter (the “Management Proxy”), each of the Executive Stockholders that is a Permitted Transferee of Xxxx X. Xxxxxxxx (the “Xxxxxxxx Stockholders”) hereby appoints Xxxx X. Xxxxxxxx (the “Xxxxxxxx Proxy”) until changed as provided herein, each of the Executive Stockholders that is a Permitted Transferee of Xxxxxx XxxXxxxxx Read, Jr. (the “Read Stockholders”) until changed as provided herein hereby appoints Xxxxxx XxxXxxxxx Read, Jr. (the “Read Proxy”) until changed as provided herein and each of the Other Stockholders hereby appoints H&F Globe Investor L.P. (the “Other Stockholder Proxy”) until changed as provided herein, in each case as the agent, proxy, and attorney-in-fact in connection with this Agreement and the actions contemplated herein for the Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders and Other Stockholders, respectively, in each case with full power of substitution and re-substitution (including, without limitation, full power and authority to act on the Management Stockholders’, Xxxxxxxx Stockholders’, Read Stockholders’ and Other Stockholders’ behalf, respectively in connection with this Agreement and the actions contemplated herein) to take any action, should a the Management Proxy, Xxxxxxxx Proxy, Read Proxy or the Other Stockholder Proxy, respectively, elect to do so in his or its her sole discretion discretion: (i) to vote on all matters to be voted on under this Agreement, (ii) to receive all notices on behalf of each Management Stockholder, (iii) to execute and deliver on behalf of the Management Stockholders, Read Stockholders, Xxxxxxxx Stockholders or Other Stockholders, respectively, any amendment to this Agreement so long as such amendments shall apply equally to all Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders and (vii) to take all other actions to be taken by or Other Stockholderson behalf of the Management Stockholders as a group and exercise any and all rights which the Management Stockholders are permitted or required to do or exercise under this Agreement other than exercise any rights with respect to investment decisions. Each of the Management Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each the Management Proxy from and against any and all losses incurred by such the Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such the Management Proxy’s capacity as a the Management Proxy other than such claims or losses resulting from a the Management Proxy’s willful misconduct. Each of the Xxxxxxxx Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Xxxxxxxx Proxy from and against any and all losses incurred by such Xxxxxxxx Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Xxxxxxxx Proxy’s capacity as a Xxxxxxxx Proxy other than such claims or losses resulting from a Xxxxxxxx Proxy’s willful misconduct. Each of the Read Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Read Proxy from and against any and all losses incurred by such Read Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Read Proxy’s capacity as a Read Proxy other than such claims or losses resulting from a Read Proxy’s willful misconduct. Each of the Other Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, the Other Stockholder Proxy from and against any and all losses incurred by the Other Stockholder Proxy or any of its Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to the Other Stockholder Proxy’s capacity as the Other Stockholder Proxy other than such claims or losses resulting from the Other Stockholder Proxy’s gross negligence or willful misconduct. By execution hereof, Xxxx X. Xxxxxx Xxxxxxxx hereby agrees to act as Management Proxy until such time as he is no longer serving as the Chief Executive Officer of the Company. By execution hereof, Xxxx X. Xxxxxxxx agrees to act as the Xxxxxxxx Proxy until such time as a new Xxxxxxxx Management Proxy is elected by the majority in interest of the Xxxxxxxx Management Stockholders. By execution hereof. (b) Each of the Stockholders and the Company hereby appoints Berkshire Partners, Xxxxxx XxxXxxxxx ReadLLC (“Berkshire Partners”) as the agent, Jr. agrees proxy, and attorney-in-fact for the Stockholders and the Company (including, without limitation, full power and authority to act as on the Read Proxy until such time as a new Read Proxy is elected by Stockholders’ and the majority Company’s behalf) to take any action, should Berkshire Partners elect to do so in interest its sole discretion in connection with the negotiation of any conflict or dispute arising with the Read Stockholders. By execution hereof, H&F Globe Investor L.P. hereby agrees to act as Other Stockholder Proxy until such time as H&F Globe Investor L.P. resigns from such position. Upon such resignation of H&F Globe Investor L.P., Selling Securityholders under the Other Stockholders representing a majority in interest of the Other Stockholders shall appoint a new Other Stockholder ProxyMerger Agreement.