Celsys Stockholders Representative Clause Samples

Celsys Stockholders Representative. The Celsys Stockholders, by executing this Agreement, hereby irrevocably appoint the Celsys Stockholders Representative to act on behalf of the Celsys Stockholders with respect to all matters relating to this Agreement and Article VIII of the Merger Agreement, including without limitation, in considering and certifying the amount of any indemnification hereunder, in communicating with the Celsys Stockholders, in appointing a successor Escrow Agent hereunder, in considering and acting with respect to any amendment or termination of this Agreement and generally in performing all acts expressly required or permitted to be performed by the Celsys Stockholders Representative pursuant hereto and pursuant to the Merger Agreement. Mascoma and the Escrow Agent will have the right to deal exclusively with the Celsys Stockholders Representative with respect to all matters under this Agreement and neither Mascoma nor the Escrow Agent will have any liability to any Celsys Stockholders for any acts or omissions of the Celsys Stockholders Representative, or any acts or omissions taken or not taken by Mascoma or the Escrow Agent at the direction of the Celsys Stockholders Representative, including, but not limited to the transferring of or the failure to transfer any Escrow Shares from the Escrow Account. Upon any distribution of Escrow Shares to the Celsys Stockholders Representative in accordance with this Agreement, the Escrow Agent will be deemed to have fully satisfied any and all obligations to Mascoma and the Celsys Stockholders under this Agreement and the Merger Agreement with respect to the amount of such distribution. By signing below, each Celsys Stockholder hereby appoints the Celsys Stockholder Representative as such Celsys Stockholder’s true and lawful attorney-in-fact, with full power of substitution in the premises, to take all actions and execute all documents, on behalf of the signing Celsys Stockholder, deemed necessary or expedient by the Celsys Stockholder Representative to exercise the power and authority granted thereto under this Agreement. The appointments and delegations provided in this Agreement shall be irrevocable until the termination of the appointment of the Celsys Stockholder Representative. The Celsys Stockholders Representative shall have no duties or responsibilities except those expressly set forth in this Agreement. The Celsys Stockholders Representative shall not be (i) liable to any Celsys Stockholder for any action taken or omitt...