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 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) 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; (iv) 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); (v) 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 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) take, or refrain from taking, such other action as the Stockholder Representative may deem appropriate on behalf of the Participating Rights Holders, 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 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 Holders Representative Committee shall be authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Holders Representative Committee in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Stockholder Holders Representative Committee by Parent pursuant to this Agreement or the Escrow Agreement; (iii) 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; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Holders Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (v) 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 on behalf of the Participating Rights Holders; (vi) approve of and execute amendments to this Agreement in accordance with Section 11.15 11.14 hereof; and (vii) take, or refrain from taking, take such other action as the Stockholder Holders Representative Committee may deem appropriate on behalf of the Participating Rights Holders, 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 (CB) all such other matters as the Stockholder Holders 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 Committee shall be authorized authorized, on behalf of the Shareholders, 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 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; (ivv) 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); (vvi) 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 on behalf of the Participating Rights HoldersAgreement; (vivii) approve of and execute amendments to this Agreement in accordance with Section 11.15 hereof9.7; and (vii) take, or refrain from taking, such other action as the Stockholder Representative may deem appropriate on behalf of the Participating Rights Holders, 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 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 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; (ivv) 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); (vvi) 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 on behalf of the Participating Rights HoldersAgreement; (vi) approve of and execute amendments to this Agreement in accordance with Section 11.15 hereof; and (vii) take, apply the Representative Reimbursement Amount to the payment of (or refrain from taking, such other action as reimbursement of the Stockholder Representative for) expenses and liabilities which the Stockholder Representative may deem appropriate on behalf of the Participating Rights Holders, including: (A) agreeing incur pursuant to any modification or amendment of this Agreement or the Escrow Agreement and executing and delivering an agreement of such modification or amendmentSection 2.5; (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.