Common use of Appointment of Stockholder Representative Clause in Contracts

Appointment of Stockholder Representative. Solely for purposes of any dispute that survives the Closing pursuant to Section 4.01(b)(ii) and Section 4.09 hereof, the Stockholder Representative is hereby appointed, authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact of the Company Stockholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of and as agent for such Company Stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, Sections 4.01(b)(ii) and 4.09 of this Agreement and the Escrow Agreement, and to facilitate the consummation of the transactions contemplated thereby, and in connection with the activities to be performed by or on behalf of such Company Stockholder under Sections 4.01(b)(ii) and 4.09 of this Agreement and the Escrow Agreement. By executing this Agreement, the Stockholder Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Stockholder Representative shall have the power to take any of the following actions on behalf of the Company Stockholders: to execute, deliver and perform the Escrow Agreement; to give and receive notices, communications and consents hereunder and under the Escrow Agreement; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes arising under this Agreement or the Escrow Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 11.01 and the transactions contemplated hereby or by the Escrow Agreement.

Appointment of Stockholder Representative. Solely for purposes (a) The Stockholders do hereby constitute and appoint Xxxxxx Xxxxxx (and each successor appointed in accordance with Section 9.05(c) of any dispute that survives this Agreement) (the Closing pursuant to Section 4.01(b)(ii"Stockholder Representative") and Section 4.09 hereof, the Stockholder Representative is hereby appointed, authorized and empowered to be the exclusive proxy, representative, agent and true and lawful attorney-in-fact of them and each of them, in the Company Stockholdersname, with full power place and stead of substitutionthem and each of them, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of and as agent for such Company Stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, Sections 4.01(b)(ii) and 4.09 of this Agreement and the Escrow Agreement, with and to facilitate the consummation of the transactions contemplated therebyby this Agreement, and in connection with the activities performance of the various actions required or permitted to be performed by or on behalf of the Stockholders under this Agreement, which shall include the following purposes and with the following powers, all of which shall be exercised by the Stockholder Representative to the same extent as if the Stockholders themselves were acting, and Xxxxxx Xxxxxx (and any successor) hereby accepts such Company appointment and agrees to use his or her best efforts to exercise such powers in accordance with the terms hereof: (i) to agree to, and to execute and deliver, such agreements, documents and instruments as the Stockholder Representative, in his or her sole discretion, may deem necessary and advisable, and act for and on behalf of each of the Stockholders, in each case solely in connection with the matters set forth in this Agreement; (ii) to receive and hold in trust, in a segregated account or accounts established for the benefit of the Stockholders, any sums of money paid or to be paid by the Purchaser pursuant to this Agreement, including, without limitation, the Purchase Price, distributions from the escrow pursuant to the Escrow Agreement and any other amounts payable to the Stockholder Representative under Sections 4.01(b)(ii) this Agreement on behalf of the Stockholders (the "Payments"), and 4.09 to promptly apply such Payments for the payment of any sums due or to become due to the Stockholders from the Purchaser by virtue of the terms of this Agreement in accordance with the respective interests of the Stockholders; (iii) to exercise any and all rights granted to the Escrow Agreement. By executing Stockholder Representative on behalf of the Stockholders under the terms of this Agreement, the Ancillary Agreements and any and all collateral documents delivered by the Purchaser or any other Person, firm or corporation during the term of this Agreement; (iv) either in his or her own name as Stockholder Representative accepts such appointmentor as attorney-in-fact for the Stockholders, authority or in any one or more capacities, to enforce and power. Without limiting protect the generality rights and interests of the foregoingStockholders and/or the Stockholder Representative arising out of or under or in any manner relating to this Agreement, including, in connection therewith, to (A) assert any claim or institute any action or proceeding, including without limitation, suits against the Purchaser arising out of this Agreement; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Purchaser or any other Person, firm or corporation or by any federal, state or local governmental or regulatory authority, against the Stockholder Representative and/or any of the Stockholders in any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as he or she, in his or her sole discretion, may deem advisable or necessary; (D) file and prosecute appeals from any decision, judgment or award rendered in any such claims, action, proceeding or investigation; and (E) with the prior written consent of the Stockholders (which consent shall not be unreasonably withheld), compromise or settle on such terms as he or she shall determine to be appropriate, and give receipts, releases and discharges with respect to, and direct the Purchaser to make payments with respect to, any such claim, action, proceeding or investigation; it being understood that the Stockholder Representative shall not have the power any obligation to take any such actions described in the foregoing clauses (A) through (E) and no such failure to act on the part of the following Stockholder Representative shall be deemed a waiver of any such right or interest by the Stockholder Representative or the Stockholders to take any such actions on behalf unless such waiver is in writing signed by the waiving party; (v) to modify, extend, change or waive any of the Company Stockholders: terms, provisions and conditions of this Agreement, the Escrow Agreement or any other Ancillary Agreement, and any other agreements hereafter executed or instruments hereafter delivered in connection therewith; and, in connection therewith, to execute, deliver and perform file any and all documents or instruments on behalf of the Escrow Agreement; Stockholders to give and receive notices, communications and consents hereunder and under the Escrow Agreement; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect effect to any disputes arising under this Agreement such modification, extension, change or the Escrow Agreementwaiver; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholder Representative, he or she in its his or her sole and absolute discretion, may consider necessary or proper or convenient proper, in each case solely in connection with or to carry out the activities described transactions contemplated by this Agreement; provided, however, that with respect to this Section 9.05(a), he or she shall not have the right to, and agrees that he or she will not, act as or hold himself or herself out as the representative of the Stockholders for any purpose other than the purposes specified in the Agreement. (b) The grant of authority provided for in Section 9.05(a): (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Stockholder; (ii) may be exercised by the Stockholder Representative either by signing separately as attorney-in-fact for each Stockholder or, after listing all of the Stockholders executing an instrument, by the signature of the Stockholder Representative acting as attorney-in-fact for all of them; and (iii) shall survive the delivery of an assignment by a Stockholder of the whole or any fraction of his interest hereunder. (c) The Stockholder Representative shall have the right to resign by notice in writing (the "Resignation Notice"), mailed by certified mail, return receipt requested, to each of the Purchaser and the Stockholders as follows: (i) If a Stockholder Representative shall not have arranged for a successor or substitute representative or, if any such successor or substitute representative shall not have been consented to by the Stockholders, and such Stockholder Representative shall resign or if such Stockholder Representative for any reason shall fail or cease to act as such hereunder or in the event of the commencement of any proceeding by or against such Stockholder Representative under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, custodian, trustee or other similar official is sought to be appointed for such Stockholder Representative, the Stockholders shall, by majority vote of the Stockholders, designate and appoint a new representative or representatives to act hereunder pursuant to the provisions of Section 9.05(a) hereof. (ii) A resignation of a Stockholder Representative and appointment of a successor representative shall become effective only upon the successor representative's acceptance of appointment as provided in this Section 11.01 9.05(c). (iii) If a new representative shall act as successor or substitute representative hereunder, the new representative shall agree in writing to accept the terms of this Agreement, subject, if applicable, to any additional terms to, or different terms from, this Agreement consented to under Section 9.05(c)(i) and promptly thereafter shall receive all monies, instruments, collateral security and other property and records held by his or her predecessors hereunder. No substitute or successor representative shall be liable for or obligated to examine the accounts, records or actions of any predecessor representative. (iv) Each substitute or successor representative acting hereunder shall be vested with all of the rights, powers, indemnities and immunities of the Stockholder Representative initially acting hereunder, and the transactions contemplated hereby Stockholders agree to do each and every act and thing necessary and appropriate to vest the same in each such substitute or by the Escrow Agreement.successor representative. ARTICLE X

Appointment of Stockholder Representative. Solely for purposes of any an dispute that survives the Closing pursuant to Section 4.01(b)(ii) and Section 4.09 2.11 hereof, the Stockholder Representative is hereby appointed, authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact of the Company Stockholdersstockholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of and as agent for such Company Stockholder stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, Sections 4.01(b)(ii) and 4.09 Section 2.11 of this Agreement and the Escrow Agreement, and to facilitate the consummation of the transactions contemplated thereby, and in connection with the activities to be performed by or on behalf of such Company Stockholder stockholder under Sections 4.01(b)(ii) and 4.09 Section 2.11 of this Agreement and the Escrow Agreement. By executing this Agreement, the Stockholder Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Stockholder Representative shall have the power to take any of the following actions on behalf of the Company Stockholdersstockholders: to execute, deliver and perform the Escrow Agreement; to give and receive notices, communications and consents hereunder and under the Escrow Agreement; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes arising under this Agreement or the Escrow Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 11.01 9.1 and the transactions contemplated hereby or by the Escrow Agreement.

Appointment of Stockholder Representative. Solely for purposes of any an dispute that survives the Closing pursuant to Section 4.01(b)(ii) and Section 4.09 2.11 hereof, the Stockholder Representative is hereby appointed, authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact of the Company Stockholdersstockholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of and as agent for such Company Stockholder stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, Sections 4.01(b)(ii) and 4.09 Section 2.11 of this Agreement and the Escrow Agreement, and to facilitate the consummation of the transactions contemplated thereby, and in connection with the activities to be performed by or on behalf of such Company Stockholder stockholder under Sections 4.01(b)(ii) and 4.09 Section 2.11 of this Agreement and the Escrow Agreement. By executing this Agreement, the Stockholder Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Stockholder Representative shall have the power to take any of the following actions on behalf of the Company Stockholdersstockholders: to execute, deliver and perform the Escrow Agreement; to give and receive notices, communications and consents hereunder and under the Escrow Agreement; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes arising under this Agreement or the Escrow Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that 56 the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 11.01 9.1 and the transactions contemplated hereby or by the Escrow Agreement.