Common use of Appointment of the Stockholder Representative Clause in Contracts

Appointment of the Stockholder Representative. Prior to the date of this Agreement, the Common Holders owning more than 70% of the Common Shares have irrevocably appointed the Stockholder Representative as the sole agent of the Common Holders to act on behalf of the Common Holders regarding any matter relating to or arising under this Agreement or the Escrow Agreement and the Contemplated Transactions, including for the purposes of: (i) receiving any payments due from Parent or the Escrow Agent that are required under the terms of this Agreement or the Escrow Agreement to be paid to the Common Holders and, where applicable, distributing such payments to the Common Holders in accordance with the terms hereof or thereof; (ii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with the indemnification provisions set forth Table of Contents in Article IX or the provisions of the Escrow Agreement in accordance with the terms hereof and thereof; (iii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 3.4 or the claims of any Parent Indemnified Persons pursuant to Article IX; (iv) accepting notices on behalf of the Common Holders or any individual Common Holder in accordance with Section 11.4; (v) executing and delivering, on behalf of the Common Holders or any individual Common Holder, any notices, documents or certificates to be executed by the Common Holders or any individual Common Holder in connection with this Agreement or the Escrow Agreement or the Contemplated Transactions; and (vi) granting any consent or approval on behalf of the Common Holders or any individual Common Holder under this Agreement or the Escrow Agreement. As the representative of the Common Holders or any individual Common Holder under this Agreement and the Escrow Agreement, the Stockholder Representative shall act as the agent for each Common Holder and shall have authority to bind each Common Holder in accordance with this Agreement and the Escrow Agreement.

Appointment of the Stockholder Representative. Prior (i) By executing this Agreement, the Company (and, upon execution of the Written Consent or a Stockholder Transmittal Letter, each Company Equityholder) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Shareholder Representative Services LLC as the Common Holders owning more than 70% agent and attorney-in-fact for and on behalf of the Common Shares have irrevocably appointed each Company Equityholder to act as the Stockholder Representative as under this Agreement in accordance with the sole agent terms of this Section 7.2.(g). In the event of the Common Holders resignation, removal, dissolution, liquidation, bankruptcy, death or incapacity of the Stockholder Representative, the Company Equityholders shall promptly appoint a successor Stockholder Representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to act any such successor when a copy of such instrument shall have been delivered to Parent. The Stockholder Representative may resign at any time. The Company Equityholders holding a majority of the Pro Rata Portion of all of the Company Equityholders shall have the right to remove a Stockholder Representative and to appoint a successor Stockholder Representative. The Stockholder Representative shall have full power and authority to represent all of the Company Equityholders and their successors with respect to all matters arising under this Agreement, and all actions taken by the Stockholder Representative hereunder shall be binding upon all such Company Equityholders as if expressly confirmed and ratified in writing by each of them, and no Company Equityholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Common Holders Company Equityholders as if the Company Equityholders were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholder Representative or any Company Equityholders, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Company Equityholders pursuant to Section 7.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Parent and its agents regarding any matter relating such claims, dealing with Parent under this Agreement and the Escrow Agreement with respect to or all matters arising under this Agreement or the Escrow Agreement and the Contemplated TransactionsAgreement, including for the purposes of: (i) receiving any payments due from Parent or the Escrow Agent that are required under the terms of this Agreement or the Escrow Agreement to be paid to the Common Holders and, where applicable, distributing such payments to the Common Holders in accordance with the terms hereof or thereof; (ii) taking any action on behalf of the Common Holders and all other actions specified in or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with the indemnification provisions set forth Table of Contents in Article IX or the provisions of the Escrow Agreement in accordance with the terms hereof and thereof; (iii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 3.4 or the claims of any Parent Indemnified Persons pursuant to Article IX; (iv) accepting notices on behalf of the Common Holders or any individual Common Holder in accordance with Section 11.4; (v) executing and delivering, on behalf of the Common Holders or any individual Common Holder, any notices, documents or certificates to be executed by the Common Holders or any individual Common Holder in connection with this Agreement or the Escrow Agreement or the Contemplated Transactions; and (vi) granting any consent or approval on behalf of the Common Holders or any individual Common Holder under this Agreement or the Escrow Agreement. As the representative of the Common Holders or any individual Common Holder under this Agreement and the Escrow AgreementAgreement and engaging counsel, accountants or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall act as the agent for each Common Holder have full power and shall have authority to bind each Common Holder in accordance with interpret all the terms and provisions of this Agreement and the Escrow AgreementAgreement and to consent to any amendment hereof or thereof on behalf of all of the Company Equityholders.

Appointment of the Stockholder Representative. Prior (i) By executing this Agreement, the Company (and, upon execution of the Written Consent or a Stockholder Transmittal Letter, each Stockholder) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Shareholder Representative Services LLC as the Common Holders owning more than 70% agent and attorney-in-fact for and on behalf of the Common Shares have irrevocably appointed each Stockholder to act as the Stockholder Representative as the sole agent of the Common Holders to act on behalf of the Common Holders regarding any matter relating to or arising under this Agreement or the Escrow Agreement and the Contemplated Transactions, including for the purposes of: (i) receiving any payments due from Parent or the Escrow Agent that are required under the terms of this Agreement or the Escrow Agreement to be paid to the Common Holders and, where applicable, distributing such payments to the Common Holders in accordance with the terms hereof or thereof; (ii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with the indemnification provisions set forth Table of Contents in Article IX or the provisions of the Escrow Agreement in accordance with the terms hereof of this Section 7.2(f). In the event of the resignation, removal, dissolution, liquidation, bankruptcy, death or incapacity of the Stockholder Representative, the Company Equityholders shall promptly appoint a successor Stockholder Representative (and thereof; (iii) taking in any action event within ten Business Days of such vacancy), and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Parent. The Company Equityholders holding a majority of the Pro Rata Portions of all of the Company Equityholders shall have the right to remove a Stockholder Representative and to appoint a successor Stockholder Representative. The Stockholder Representative shall have full power and authority to represent all of the Company Equityholders and their successors with respect to all matters arising under this Agreement, and all actions taken by the Stockholder Representative hereunder shall be binding upon all such Company Equityholders as if expressly confirmed and ratified in writing by each of them, and no Company Equityholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Common Holders Company Equityholders as if the Company Equityholders were acting on their own behalf, including giving and receiving any notice or any individual Common Holder that may be necessary instruction permitted or desirable, as determined required under this Agreement by the Stockholder Representative or any Company Equityholders, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Company Equityholders pursuant to Section 7.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in its sole discretionor contemplated by this Agreement and engaging counsel, accountants or other agents in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 3.4 or foregoing matters. Without limiting the claims of any Parent Indemnified Persons pursuant to Article IX; (iv) accepting notices on behalf generality of the Common Holders or any individual Common Holder in accordance with Section 11.4; (v) executing and delivering, on behalf of the Common Holders or any individual Common Holder, any notices, documents or certificates to be executed by the Common Holders or any individual Common Holder in connection with this Agreement or the Escrow Agreement or the Contemplated Transactions; and (vi) granting any consent or approval on behalf of the Common Holders or any individual Common Holder under this Agreement or the Escrow Agreement. As the representative of the Common Holders or any individual Common Holder under this Agreement and the Escrow Agreementforegoing, the Stockholder Representative shall act as the agent for each Common Holder have full power and shall have authority to bind each Common Holder in accordance with interpret all the terms and provisions of this Agreement and to consent to any amendment hereof or thereof on behalf of all of the Escrow AgreementCompany Equityholders.

Appointment of the Stockholder Representative. Prior (i) By executing this Agreement, the Company (and, upon approval of this Agreement, execution of the Written Consent or a Stockholder Transmittal Letter, each Company Stockholder) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Xxxxxx X. Xxxxxxx as the Common Holders owning more than 70% agent and attorney-in-fact for and on behalf of the Common Shares have irrevocably appointed each Company Stockholder to act as the Stockholder Representative as under this Agreement in accordance with the sole agent terms of this Section 7.2.(g). In the event of the Common Holders resignation, removal, dissolution, liquidation, bankruptcy, death or incapacity of the Stockholder Representative, the Company Stockholders shall promptly appoint a successor Stockholder Representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to act any such successor when a copy of such instrument shall have been delivered to Parent. The Stockholder Representative may resign at any time. The Company Stockholders holding a majority of the Pro Rata Portion of all of the Company Stockholders shall have the right to remove a Stockholder Representative and to appoint a successor Stockholder Representative. The Stockholder Representative shall have full power and authority to represent all of the Company Stockholders and their successors with respect to all matters arising under this Agreement, and all actions taken by the Stockholder Representative hereunder shall be binding upon all such Company Stockholders as if expressly confirmed and ratified in writing by each of them, and no Company Stockholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Common Holders Company Stockholders as if the Company Stockholders were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholder Representative or any Company Stockholders, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Company Stockholders pursuant to Section 7.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Parent and its agents regarding any matter relating such claims, dealing with Parent under this Agreement and the Escrow Agreement with respect to or all matters arising under this Agreement or the Escrow Agreement and the Contemplated TransactionsAgreement, including for the purposes of: (i) receiving any payments due from Parent or the Escrow Agent that are required under the terms of this Agreement or the Escrow Agreement to be paid to the Common Holders and, where applicable, distributing such payments to the Common Holders in accordance with the terms hereof or thereof; (ii) taking any action on behalf of the Common Holders and all other actions specified in or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with the indemnification provisions set forth Table of Contents in Article IX or the provisions of the Escrow Agreement in accordance with the terms hereof and thereof; (iii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 3.4 or the claims of any Parent Indemnified Persons pursuant to Article IX; (iv) accepting notices on behalf of the Common Holders or any individual Common Holder in accordance with Section 11.4; (v) executing and delivering, on behalf of the Common Holders or any individual Common Holder, any notices, documents or certificates to be executed by the Common Holders or any individual Common Holder in connection with this Agreement or the Escrow Agreement or the Contemplated Transactions; and (vi) granting any consent or approval on behalf of the Common Holders or any individual Common Holder under this Agreement or the Escrow Agreement. As the representative of the Common Holders or any individual Common Holder under this Agreement and the Escrow AgreementAgreement and engaging counsel, accountants or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall act as the agent for each Common Holder have full power and shall have authority to bind each Common Holder in accordance with interpret all the terms and provisions of this Agreement and the Escrow AgreementAgreement and to consent to any amendment hereof or thereof on behalf of all of the Company Stockholders.