Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document.
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Samples: Merger Agreement (Revelyst, Inc.), Merger Agreement (Outdoor Products Spinco Inc.), Agreement and Plan of Merger (Outdoor Products Spinco Inc.)
Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, Equityholder hereby irrevocably granted grants the Equityholder Representative full power and authority: authority to take such actions as it may deem necessary or appropriate in connection with, or to consummate, the transactions contemplated by this Agreement, including:
(ia) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, ;
(iib) to make decisions endorse and to deliver on behalf of Equityholders and their respective successors and permitted assigns with respect such Equityholder, certificates representing the Company Shares to be sold by such Equityholder (if a Shareholder) at the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, Closing;
(iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (ivc) to (Ai) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser under this Agreement or any other Person under this Agreement, Transaction Document; (Bii) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, Agreement or any other Transaction Document; and (Ciii) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, ;
(vd) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing Closing condition contained in Article VI VIII of this Agreement and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this AgreementAgreement or any other Transaction Document, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, ;
(vie) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, ;
(viif) to engage attorneys, accountants and other agents at the expense of Equityholders Equityholders, and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; to incur other out-of-pocket expenses related to the performance of its services hereunder, and, as appropriate, to cause funds to be disbursed from the Expense Fund to fund such expenses;
(viiig) to receive calculate the Pro Rata Share or Indemnifying Pro Rata Share of any Equityholder or Joining Equityholder at any time following the Effective Time (and the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs shall prepare and expenses incurred by or on behalf of the Equityholder Representative in its capacity as provide such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention calculation to Purchaser within two Business Days of any amounts in request by Purchaser, and Purchaser hall be entitled to conclusively rely on any such calculation for all purposes hereunder and under the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, Transaction Documents);
(ixh) to amend this Agreement (other than this Section 8.2Section 12.2) or any Transaction Document or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement; and
(i) to do or refrain from doing any further act or deed on behalf of any Equityholder or the Equityholders which the Equityholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement or the other Transaction Documents. 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 and Paying Agent Agreement and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedules. The Equityholder Representative shall be entitled to: (i) rely upon the Payout Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (xiii) reasonably assume that a signatory has proper authorization to give such instructions and to take such action or refrain from taking such action, sign on behalf of such the applicable Equityholder and such Equityholder’s successors and permitted assignsor other party. Notwithstanding anything herein to the contrary, as the Equityholder Representative deemsshall not be entitled to, and shall not, take any action that would or would be reasonably expected to (A) cause any Equityholder’s liability hereunder to exceed its respective portion of the Purchaser Share Consideration due to the Equityholder, (B) result in its sole discretion, necessary or appropriate the Purchaser Share Consideration due to carry out any Equityholder being distributed in any manner other than as set forth in this Agreement the provisions of this Escrow and Paying Agent Agreement, including the exercise or (C) result in an increase of all rights granted to Equityholder and such any Equityholder’s successors and permitted assigns indemnity or other obligations or liabilities under this Agreement or (including, for the avoidance of doubt, any other Transaction Documentchange to the nature of the indemnity obligations), without (in each case) such Equitholders’ prior written consent.
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Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document.. 157437977.10
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