Appointment of Securityholder Representative Sample Clauses

Appointment of Securityholder Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Indemnifying Party shall be deemed to have approved the designation of and hereby designates, as of and following the Closing, the Securityholder Representative as the representative of the Indemnifying Parties and as the attorney-in-fact and agent for and on behalf of each Indemnifying Party with respect to Claims under this Article 8 and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative in connection with this Agreement and any related agreements, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Indemnifying Party) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Indemnified Party to be indemnified, compensated or reimbursed for Losses or Taxes, including through the delivery to Parent of all or any portion of the Indemnity Escrow Fund or through set-off or direct recovery from Indemnifying Parties, in satisfaction of Claims by Parent or any other Indemnified Party pursuant to this Article 8 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Indemnified Party pursuant to this Article 8 or (B) any dispute between any Indemnified Party and any such Indemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing. The Securityholder Representative shall have authority and power to act on behalf of each Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 8 and all rights or obligations arising under this Article 8. The Indemnifying Parties and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Securityholder Representative in connection with this Article 8, and Parent and the other Indemn...

Appointment of Securityholder Representative. By virtue of the approval of the Merger and this Agreement by the Company Stockholder Approval, each of the Company Securityholders shall be deemed to have agreed to appoint the Securityholder Representative as its agent and attorney-in-fact, as the representative of, for and on behalf of, the Company Securityholders to take all actions under this Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Agreement, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Holdback Shares in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, comply with orders of courts with respect to, and to assert any claims by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (a) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing or (b) specifically mandated by the terms of this Agreement. The Securityholder Representative may be changed by the Company Shareholders from time to time upon not less than thirty (30) days’ prior written notice to Parent and upon the prior written consent of holders of at least a two-thirds of the issued and outstanding Company Shares as of the Effective Date. In the event a vacancy in the position of Securityholder Representative exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Securityholder Representative. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive any compensation for its services. Notices or communications to or from the Securityholder Representative shall constitute notice to or from the Company Securityholders.

Appointment of Securityholder Representative. (a) Each of CVC Asia LP, CVC Asia II LP, CVC Asia II Parallel LP and Asia Investors and, to the extent that any Permitted Transferee of CVC Asia LP, CVC Asia II LP, CVC Asia II Parallel LP or Asia Investors shall have become a Securityholder, such Securityholder irrevocably appoints the CVC Asia Pacific Securityholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the CVC Asia Pacific Securityholder Representative under this Agreement in the name of each such Securityholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the CVC Asia Pacific Securityholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by CVC Asia LP, CVC Asia II LP, CVC Asia II Parallel LP and Asia Investors and their Permitted Transferees shall have voted to prevent the CVC Asia Pacific Securityholder Representative from taking such action or exercising such power. “CVC Asia Pacific Securityholder Representative” means CVC Capital Partners Asia II Limited, a Jersey company (“CVC Asia II Limited”), as agent for CVC Asia LP, CVC Asia II LP, CVC Asia II Parallel LP, Asia Investors and their Permitted Transferees that are Securityholders. The entity appointed as the CVC Asia Pacific Securityholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by CVC Asia LP, CVC Asia II LP, CVC Asia II Parallel LP and Asia Investors and their Permitted Transferees. Either of CVC Asia II Limited or the new CVC Asia Pacific Securityholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Securityholder Representative. Effective as of the Effective Time, the Recipient hereby agrees to the appointment of Xxx X. Xxxxxxxx as Securityholder Representative under the Merger Agreement, with such Securityholder Representative to act as the Recipient’s agent and attorney-in-fact with the power and authority to exercise all or any of the powers, authority and discretion conferred on the Securityholder Representative under Section 9.7 and the other relevant provisions of the Merger Agreement and the documents contemplated thereby.

Appointment of Securityholder Representative. Each of CVC Employee Fund, CVC Equity Fund and CVC Executive Fund, each Co-Investor and, to the extent that any permitted transferee of CVC Employee Fund, CVC Equity Fund, CVC Executive Fund and any Co-Investor shall have become a member of Holdings in compliance with this Agreement, the LLC Agreement and the Letter Agreement (a “Permitted Transferee”), such Purchaser or Permitted Transferee irrevocably appoints the CVC Securityholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers that such Purchaser or Permitted Transferee is permitted to take,

Appointment of Securityholder Representative. Each of CVC Employee Fund, CVC Equity Fund and CVC Executive Fund, each Co-Investor and, to the extent that any permitted transferee of CVC Employee Fund, CVC Equity Fund, CVC Executive Fund and any Co-Investor shall have become a member of Holdings in compliance with this Agreement (a “Permitted Transferee”), such Purchaser or Permitted Transferee irrevocably appoints the CVC Securityholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers that such Purchaser or

Appointment of Securityholder Representative. The Stockholders hereby each make, constitute and appoint Mr. Preston Zuckerman (the "SECURITYHOLDER REPRESENTATIVE") as xxxxx xxxx and lawful representative with full power and authority to do and perform the following: (a) To deliver the Transaction Agreements to EDT at Closing; and (b) To deliver all agreements, schedules, exhibits and certificates required to be executed by the Stockholders and delivered to EDT in accordance with the terms and conditions of the Transaction Agreements.

Appointment of Securityholder Representative. (a) Each of the Securityholders, by virtue of the execution of this Agreement or a Joinder Agreement irrevocably designates and appoints, as of the date hereof, Elron Electronic Industries Ltd., an Israeli public company, as, and Elron Electronic Industries Ltd. hereby irrevocably accepts the designation as and agrees to be, the representative of the Securityholders as described in this Section 11.01 and elsewhere in this Agreement (in such capacity, the “Securityholder Representative”).