Common use of Appointment of the Equityholder Representative Clause in Contracts

Appointment of the Equityholder Representative. (a) By virtue of their approval of the Merger, or participating in the Merger and receiving the benefits thereof, each Equityholder hereby appoints (or will be deemed to have designated and appointed) the Equityholder Representative as the exclusive agent and attorney-in-fact of the Equityholders with full power and authority to act for and on behalf of each Equityholder for all purposes in connection with this Agreement, the Escrow Agreement and the agreements ancillary hereto, including to give and receive notices and communications under this Agreement and the Escrow Agreement, to administer the Expense Fund and pay any and all third-party expenses of the Equityholder Representative incurred in furtherance of its duties hereunder, to accept service of process on behalf of the Equityholder pursuant to Section 10.3, Section 9.1 and the Escrow Agreement, as applicable, to authorize and agree to any post-closing adjustments or any other applicable provisions of this Agreement and the Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Acquiror Indemnified Party against any Equityholder or by any Equityholder against any Acquiror Indemnified Party, or any other dispute between any Acquiror Indemnified Party and any Equityholder, in each case relating to this Agreement, the Escrow Agreement or the Transaction Documents and to take all actions that are either (i) necessary or appropriate in the judgment of the Equityholder Representative in connection with this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (ii) permitted or specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. After the Closing, notices or communications to or from the Equityholder Representative constitute notice to or from each of the Equityholder for all purposes under this Agreement and the Escrow Agreement: (b) The Equityholder Representative may resign at any time. In the event of the resignation, death or incapacity of the Equityholder Representative, a successor Equityholder Representative will be elected promptly by the Equityholders whose interests aggregate not less than a majority of the Percentage of the Net Merger Consideration allocable to all Equityholders and the Equityholders will so notify Acquiror. Each successor Equityholder Representative has all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement upon the original Equityholder Representative, and the term “Equityholder Representative” as used in this Agreement includes any successor Equityholder Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.

Appointment of the Equityholder Representative. (a) By virtue voting in favor of their the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Equityholder hereby appoints (or will Company Equityholders shall be deemed to have designated approved the designation of, and appointed) hereby designates, Shareholder Representative Services LLC as of the Closing as the Equityholder Representative and as the exclusive representative, agent and attorney-in-fact of the Equityholders with full power and authority to act for and on behalf of each Company Equityholder for all purposes in connection with this Agreement, the Escrow Agreement and the agreements ancillary hereto, including . The Equityholder Representative shall have the right to give and receive notices and communications under enforce this Agreement and the Escrow Agreement, to administer the Expense Fund and pay any and all third-party expenses of the Equityholder Representative incurred in furtherance of its duties hereunder, to accept service of process on behalf of the Equityholder pursuant to Section 10.3, Section 9.1 itself and the Escrow AgreementCompany Equityholders, including without limitation Article II and Article III relating to the exchange of Company Capital Stock, Company Options, Option Award Promises and Company Warrants, as applicable, to authorize and agree to any post-closing adjustments or any other applicable provisions of this Agreement and the Escrow Agreement, to agree to, negotiate, enter into settlements payment and compromises ofdelivery of consideration therefor, and comply with judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Acquiror Indemnified Party against any Equityholder or by any Equityholder against any Acquiror Indemnified Party, or any other dispute between any Acquiror Indemnified Party and any Equityholder, in each case relating to this Agreement, the Escrow Agreement or the Transaction Documents and to take all actions that are either (i) necessary or appropriate in the judgment of the Equityholder Representative in connection with this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (ii) permitted or specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. After the Closing, notices or communications to or from the Equityholder Representative constitute notice to or from each of the Equityholder for all purposes under this Agreement and the Escrow Agreement:Article V. (b) The Equityholder Representative may resign at any time. In If the Equityholder Representative shall resign or be removed by the Company Equityholders, the Company Equityholders shall (by consent of those Persons entitled to at least a majority of the Aggregate Closing Consideration Value), within ten (10) days after such resignation or removal, appoint a successor to the Equityholder Representative. Any such successor shall succeed the former Equityholder Representative as the Equityholder Representative hereunder. (c) The Equityholder Representative will incur no liability of any kind with respect to any action or omission by the Equityholder Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the resignationEquityholder Representative’s gross negligence or willful misconduct. The Equityholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Equityholders shall indemnify, death defend and hold Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. harmless the Equityholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or incapacity in connection with the Equityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Equityholder Representative, a successor the Equityholder Representative will be elected promptly reimburse the Company Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Equityholder Representative by the Company Equityholders, any such Representative Losses may be recovered by the Equityholder Representative from (i) the funds in the Representative Expense Fund and (ii) any other funds that become payable to the Company Equityholders whose interests aggregate under this Agreement at such time as such amounts would otherwise be distributable to the Company Equityholders; provided, that while this section allows the Equityholder Representative to be paid from the aforementioned sources of funds, this does not less than a majority relieve the Company Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Equityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Equityholder Representative be required to advance its own funds on behalf of the Percentage of the Net Merger Consideration allocable to all Company Equityholders and the Equityholders will so notify Acquiroror otherwise. Each successor Equityholder Representative has all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement upon the original Equityholder Representative, and the term “Equityholder Representative” as used Notwithstanding anything in this Agreement includes to the contrary, any successor restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholder RepresentativeRepresentative under this section. The immunities and rights to indemnification shall foregoing indemnities will survive the Closing, the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.

Appointment of the Equityholder Representative. (a) By virtue of their approval of the Merger, or participating in the Merger and receiving the benefits thereof, each Equityholder hereby appoints (or will be deemed to have designated and appointed) the Equityholder Representative as the exclusive agent and attorney-in-fact of the Equityholders with full power and authority to act for and on behalf of each Equityholder for all purposes in connection with this Agreement, the Escrow Agreement and the agreements ancillary hereto, including to give and receive notices and communications under this Agreement and the Escrow Agreement, to administer the Expense Fund and pay any and all third-party expenses of the Equityholder Representative incurred in furtherance of its duties hereunder, to accept service of process on behalf of the Equityholder pursuant to Section 10.3, Section 9.1 and the Escrow Agreement, as applicable, to authorize and agree to any post-closing adjustments or any other applicable provisions of this Agreement and the Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Acquiror Indemnified Party against any Equityholder or by any Equityholder against any Acquiror Indemnified Party, or any other dispute between any Acquiror Indemnified Party and any Equityholder, in each case relating to this Agreement, the Escrow Agreement or the Transaction Documents and to take all actions that are either (i) necessary or appropriate in the judgment of the Equityholder Representative in connection with this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (ii) permitted or specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. After the Closing, notices or communications to or from the Equityholder Representative constitute notice to or from each of the Equityholder for all purposes under this Agreement and the Escrow Agreement: (b) The Equityholder Representative may resign at any time. In the event of the resignation, death or incapacity of the Equityholder Representative, a successor Equityholder Representative will be elected promptly by the Equityholders whose interests aggregate not less than a majority of the Percentage of the Net Merger Consideration allocable to all Equityholders and the Equityholders will so notify Acquiror. Each successor Equityholder Representative has all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement upon the original Equityholder Representative, and the term “Equityholder Representative” as used in this Agreement includes any successor Equityholder Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (c) A decision, act, instruction or Consent of the Equityholder Representative constitutes a decision, act, instruction or Consent of all the Equityholders for purposes of this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement and is final, binding and conclusive upon the Equityholders and their successors as if expressly confirmed and ratified in writing by the Equityholders and any Acquiror Indemnified Party may rely upon any such decision, act, instruction or Consent of the Equityholder Representative as being the decision, act, instruction or Consent of the Equityholders. All defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholder Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement are waived. Acquiror is hereby relieved from any Liability to any Person for any acts done or omissions by Acquiror in accordance with such decision, act, instruction or Consent of the Equityholder Representative. Without limiting the generality of the foregoing, Acquiror is entitled to rely, without inquiry, upon any document delivered by the Equityholder Representative as being genuine and correct and having been duly signed or sent by the Equityholder Representative. The Equityholder Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party. (d) Certain Equityholders have entered into an engagement agreement (the “Equityholder Representative Engagement Agreement”) with the Equityholder Representative to provide direction to the Equityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Equityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Equityholder Representative Group”), will incur liability of any kind with respect to any action or omission by the Equityholder Representative Group in connection with its services pursuant to this Agreement, the Escrow Agreement, the Equityholder Representative Engagement Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Equityholder Representative’s gross negligence, intentional or willful misconduct or fraud. The Equityholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Equityholders shall indemnify, defend and hold harmless the Equityholder Representative Group from and against any and all losses, liabilities, damages, claims, penalties, judgments, amounts paid in settlement fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and other skilled professionals and their staffs and all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, “Representative Losses”) arising out of or in connection with the Equityholder Representative’s execution and performance of this Agreement, the Escrow Agreement, the Equityholder Representative Engagement Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, intentional or willful misconduct or fraud of the Equityholder Representative, the Equityholder Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, intentional or willful misconduct or fraud. If not paid directly to the Equityholder Representative by the Equityholders, any such Representative Losses may be recovered by the Equityholder Representative from (i) the Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Equityholders; provided, that while this section allows the Equityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Equityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Equityholder Representative be required to advance its own funds on behalf of the Equityholders or otherwise. Furthermore, the Equityholder Representative shall not be required to take any action unless the Equityholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Equityholder Representative against the costs, expenses and liabilities which may be incurred by the Equityholder Representative in performing such actions. Upon the Closing, the Acquiror will wire the Expense Fund to the Equityholder Representative to be held by it in a segregated client funds account and which will be used for the purposes of paying directly, or reimbursing the Equityholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto or as otherwise directed by the Advisory Group. The Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Equityholder Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Equityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Subject to Advisory Group approval, the Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as practicable following the completion of the Equityholder Representative’s responsibilities, the Equityholder Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Equityholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. For clarity, no Acquiror Indemnified Party shall have any liability with respect to the Expense Fund, including with respect to the distribution, investment, holding and disposition thereof. (e) The Equityholder Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that, the Equityholder Representative shall treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about the Surviving Corporation to anyone (except to the Equityholder or the Equityholder Representative’s employees, attorneys, accountants, financial advisors or authorized representatives, including the Advisory Group, on a need to know basis, in each case who agree to treat such information confidentially); provided, however, that neither the Acquiror nor the Surviving Corporation shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would jeopardize the protection of attorney-client privilege. The Equityholder Representative shall enter into a separate customary confidentiality agreement prior to being provided access to such information if reasonably requested by the Acquiror. (f) This appointment and grant of power and authority and the immunities and rights to indemnification granted by the Equityholders to the Equityholder Representative Group pursuant to this Section 9.1 are coupled with an interest, are in consideration of the mutual covenants made in this Agreement, are irrevocable and may not be terminated by the act of any Equityholder or by operation of Law, whether upon the death or incapacity of any Equityholder, or by the occurrence of any other event, shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the Escrow Fund.

Appointment of the Equityholder Representative. (a) By virtue of their the approval of the MergerMergers and this Agreement by the Company Equityholders and without any further action of any of the Company Equityholders or the Company, or participating in the Merger and receiving the benefits thereofFortis Advisors LLC, each Equityholder is hereby appoints (or will be deemed to have designated and appointed) appointed as the Equityholder Representative and as the exclusive agent true and lawful attorney-in-fact of the Equityholders with full power and authority to act for and on behalf of each Equityholder for all purposes in connection with this Agreement, the Escrow Agreement and the agreements ancillary hereto, including to give and receive notices and communications exclusive agent under this Agreement and the Escrow Agreement, to administer the Expense Fund and pay any and all third-party expenses of the . The Equityholder Representative incurred in furtherance of its duties hereunder, shall have the power and authority (i) to accept service of process do or refrain from doing any further act or deed on behalf of the Company Equityholders which the Equityholder pursuant Representative deems necessary or appropriate in its sole discretion relating to Section 10.3, Section 9.1 and the Escrow Agreement, as applicable, to authorize and agree to any post-closing adjustments or any other applicable provisions subject matter of this Agreement and the Escrow Agreement, ; and (b) to agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Acquiror Indemnified Party against any Equityholder or by any Equityholder against any Acquiror Indemnified Party, or any other dispute between any Acquiror Indemnified Party and any Equityholder, in each case relating to this Agreement, the Escrow Agreement or the Transaction Documents do all things and to take perform all actions that are either (i) necessary acts, as contemplated by or appropriate in the judgment of deemed advisable by the Equityholder Representative in connection with this Agreement, the Escrow Agreement and the or that certain Equityholder Representative Engagement Agreement (ii) permitted or specifically mandated by the terms of this Agreement or the Escrow Agreementdefined below). Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Company Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. After the Closing, notices or communications to or from the The Equityholder Representative constitute notice shall be entitled to: (x) rely upon the Closing Consideration Schedule, (y) rely upon any signature believed by it to or from each be genuine, and (z) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Equityholder for all purposes under this Agreement and the Escrow Agreement: (b) or other party. The Equityholder Representative may resign at any time. In the event of the resignation, death and may be removed or incapacity of the Equityholder Representative, a successor Equityholder Representative will be elected promptly replaced by the Equityholders whose interests aggregate not less than a majority of the Percentage of the Net Merger Consideration allocable to all Equityholders and the Equityholders will so notify Acquiror. Each successor Equityholder Representative has all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement upon the original Equityholder Representative, and the term “Equityholder Representative” as used in this Agreement includes any successor Equityholder RepresentativeAdvisory Group. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (b) Certain Company Equityholders have entered into an engagement agreement (the “Equityholder Representative Engagement Agreement”) with the Equityholder Representative to provide direction to the Equityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (such Company Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Equityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Equityholder Representative Group”), shall be liable to any Company Equityholder for any action or failure to act in connection with the acceptance or administration of the Equityholder Representative’s responsibilities hereunder, under the Escrow Agreement or under the Equityholder Representative Engagement Agreement, unless and only to the extent such action or failure to act constitutes gross negligence or willful misconduct. The Company Equityholders, severally and not jointly, on a pro rata basis based on the amount of consideration to be received by each such Company Equityholder under this Agreement, shall indemnify, defend and hold harmless the Equityholder Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Equityholder Representative Expenses”) incurred without gross negligence or willful misconduct on the part of the Equityholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Equityholder Representative Engagement Agreement; provided that in no event shall such liability of any Company Equityholder exceed the amount of consideration received by such Company Equityholder under this Agreement. Such Equityholder Representative Expenses may be recovered first, from the Expense Fund Amount, second, from any distribution of the Escrow Amount otherwise distributable to the Company Equityholders at the time of distribution, and third, directly from the Company Equityholders. The Company Equityholders acknowledge that the Equityholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Equityholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Equityholder Representative shall not be required to take any action unless the Equityholder Representative has been provided with funds, security or indemnities which, in its reasonable determination, are sufficient to protect the Equityholder Representative against the costs, expenses and liabilities which may be incurred by the Equityholder Representative in performing such actions. (c) The powers, immunities and rights to indemnification granted to the Equityholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Equityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Equityholder of the whole or any fraction of his, her or its interest in the Escrow Funds. All actions taken by the Equityholder Representative under this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement shall be binding upon each Company Equityholder and such Company Equityholder’s successors as if expressly confirmed and ratified in writing by such Company Equityholder, and all defenses which may be available to any Company Equityholder to contest, negate or disaffirm the action of the Equityholder Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement are waived.