Common use of Authority After the Effective Time Clause in Contracts

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative shall be authorized, on behalf of the Participating Rights Holders, to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Representative in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights Holders; (v) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (vi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (vii) apply the Representative Reimbursement Amount to the payment of (or reimbursement of the Stockholder Representative for) expenses and liabilities which the Stockholder Representative may incur pursuant to this Section 2.5;

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Participating Rights HoldersCompany Stockholders, to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Escrow AgreementSecurity Agreements; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Escrow AgreementSecurity Agreements; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Escrow Agreement on behalf of the Participating Rights HoldersSecurity Agreements; (viv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow AgreementSecurity Agreements); (viv) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Escrow AgreementSecurity Agreements; (viivi) apply the Representative Committee Reimbursement Amount to the payment of (of, or to the reimbursement of the Stockholder Representative Committee for) expenses , the expenses, charges and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5; (vii) take such other action as the Stockholder Representative Committee may deem appropriate, including: (A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under any of the Security Agreements; and (C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or the Security Agreements.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative shall be authorized, on behalf of the Participating Rights Holders, authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Representative in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights Holders; (viv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (viv) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow AgreementAgreement on behalf of the Participating Rights Holders; (vi) approve of and execute amendments to this Agreement in accordance with Section 11.15 hereof; and (vii) apply the Representative Reimbursement Amount to the payment of (take, or reimbursement of the Stockholder Representative for) expenses and liabilities which refrain from taking, such other action as the Stockholder Representative may incur pursuant deem appropriate on behalf of the Participating Rights Holders, including: (A) agreeing to any modification or amendment of this Section 2.5Agreement or the Escrow Agreement and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under the Escrow Agreement; and (C) all such other matters as the Stockholder Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement and the Escrow Agreement.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Participating Rights Holders, authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights HoldersAgreement; (viv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (viv) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (viivi) apply the Representative Committee Reimbursement Amount to the payment of (or reimbursement of the Stockholder Representative Committee for) expenses and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5; (vii) approve of and execute amendments to this Agreement in accordance with Section 10.12; and (viii) take such other action as the Stockholder Representative Committee may deem appropriate, including: (A) agreeing to any modification or amendment of this Agreement or the Escrow Agreement and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under the Escrow Agreement; and (C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement and the Escrow Agreement.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Shareholder Representative shall be authorized, on behalf of the Participating Rights Holders, authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Shareholder Representative in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Shareholder Representative by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights HoldersAgreement; (viv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Shareholder Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (viv) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (viivi) apply the Representative Reimbursement Amount to the payment of (or reimbursement of the Stockholder Shareholder Representative for) expenses and liabilities which the Stockholder Shareholder Representative may incur pursuant to this Section 2.5;; and (vii) take such other action as is necessary on behalf of the Participating Rights Holders as is necessary in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby, including: (A) taking any actions required or permitted under the Escrow Agreement; and (B) all such other matters as the Shareholder Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement and the Escrow Agreement.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative shall be authorized, on behalf of the Participating Rights Holders, authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Representative in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative by the Parent or any other person pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle on behalf of the Selling Stockholders, any suit, proceeding or dispute under this Agreement between such Selling Stockholder and the Parent or the Escrow Agreement on behalf of the Participating Rights HoldersSurviving Corporation; (viv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (viv) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement;; and (viivi) apply the Representative Reimbursement Amount to the payment of (or reimbursement of the Stockholder Representative for) expenses and liabilities which take such other action as the Stockholder Representative may incur pursuant deem appropriate, including: (A) agreeing to any modification or amendment of this Section 2.5;Agreement on behalf of the Selling Stockholders and executing and delivering an agreement effecting such modification or amendment; and (B) all such other matters as the Stockholder Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement. The parties hereto understand and agree that the Stockholder Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all of the above actions or any other action, and any taking or refraining from taking any or all of the above actions or any other action shall not create any duty or obligation to take or refrain from taking any later or successive action.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Shareholder Representative Committee shall be authorized, on behalf of the Participating Rights HoldersShareholders, to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Shareholder Representative Committee in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Shareholder Representative Committee by Parent Buyer pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company Shareholders arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights HoldersShareholders; (v) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Shareholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (vi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (vii) apply the Representative Reimbursement Amount to the payment approve of (or reimbursement of the Stockholder Representative for) expenses and liabilities which the Stockholder Representative may incur pursuant execute amendments to this Agreement in accordance with Section 2.5;9.7; and

Authority After the Effective Time. From and after the Effective Time, the Stockholder Holders Representative shall be authorized, on behalf of the Participating Rights Holders, authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Holders Representative in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Holders Representative by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights Holders; to this Agreement or the Escrow Agreement; (iv) subject to Section 3.6 hereof, jointly control with Parent the negotiation, conduct and settlement of any claims or proceedings relating to Dissenting Shares; (v) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Holders Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement);; * Confidential Treatment Requested. Omitted portions filed with the Commission. (vi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow AgreementAgreement on behalf of the Participating Holders; (vii) apply approve of and execute amendments to this Agreement in accordance with this Agreement; (viii) apply, out of the Holders Representative Reimbursement Amount or any portion of the Escrow Funds to which the Participating Holders are entitled pursuant to this Agreement or the Escrow Agreement, to the payment of (or reimbursement of the Stockholder Holders Representative for) expenses and liabilities which the Stockholder Holders Representative may incur pursuant to this Section 2.53.7; (ix) receive and manage the Grantback Assets pursuant to Section 6.10 hereof; (x) receive and distribute all or any portion of the Contingent Consideration pursuant to, and in accordance with, the provisions of Section 2.7 hereof and Section 3.1 of the LLC Agreement; and (xi) take such other action as the Holders Representative may deem appropriate on behalf of the Participating Holders, including: (A) agreeing to any modification or amendment of this Agreement or the Escrow Agreement and executing and delivering any such modification or amendment agreement; (B) taking any actions required or permitted under the Escrow Agreement or the LLC Agreement; and (C) all such other matters as the Holders Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement, the Escrow Agreement and the LLC Agreement.