Common use of Company Holders’ Agent Clause in Contracts

Company Holders’ Agent. (a) At the Closing, Aspect Ventures II, L.P. shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. hereby accepts its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the agent for and on behalf of the Company Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually); (ii) authorize deliveries to Acquiror to retain cash from the Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding of a majority of the aggregate Pro Rata Shares upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent, and the Company Holders’ Agent shall receive no compensation for its services.

Company Holders’ Agent. (a) At the Closing, Aspect Ventures II, L.P. Fortis Advisors LLC shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. Fortis Advisors LLC hereby accepts its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the exclusive agent and attorney-in-fact for and on behalf of the Company Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually); (ii) authorize deliveries to Acquiror to retain cash from the Indemnity Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoingforegoing or otherwise in connection with this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Company Holders’ Agent shall have no obligation to act on behalf of the Company Holders, except as expressly provided herein and in the Company Holders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Company Holders’ Agent in any ancillary agreement, schedule, exhibit or the Disclosure Letter. The Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding of a majority of the aggregate Pro Rata Shares upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent, and the Company Holders’ Agent shall receive no compensation for its services.

Company Holders’ Agent. (a) At the Closing, Aspect Ventures IIOP CHA, L.P. Inc. shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. and hereby accepts its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the agent for and on behalf of the Company Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually); (ii) authorize deliveries to Acquiror to retain of cash from the Holdback Indemnification Escrow Fund or the right of set-off against Milestone Payments in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement or any waiver of any provision of this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Subject to Acquiror’s prior written consent, not to be unreasonably withheld, conditioned or delayed, the Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding of a majority of the aggregate Pro Rata Shares Company Members upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent, and the Company Holders’ Agent shall receive no compensation for its services.

Company Holders’ Agent. (a) At the Closing, Aspect Ventures II, L.P. Shareholder Representative Services LLC shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. Shareholder Representative Services LLC hereby accepts its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the agent for and on behalf of the Company Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually); (ii) authorize deliveries to Acquiror to retain cash from the Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding of a majority of the aggregate Pro Rata Shares upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent, and the Company Holders’ Agent shall receive no compensation for its services.

Company Holders’ Agent. (a) At the Closing, Aspect Ventures II, L.P. Shareholder Representative Services LLC shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. Shareholder Representative Services LLC hereby accepts its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means Agent shall be the agent for and on behalf of the Company Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually); (ii) authorize deliveries to Acquiror to retain of cash from the Holdback Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.45.3; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement; , and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoingforegoing and in connection with the transactions contemplated by this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding holders of a majority in interest of the aggregate Pro Rata Shares portion of the Total Merger Consideration actually received by Company Stockholders upon not less than ten (10) 10 days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent. Neither the Surviving Corporation nor the Acquiror shall be responsible for any costs or expenses of the Company Holders’ Agent. (b) The Company Holders’ Agent shall not be liable to any former Company Holder for any act done or omitted hereunder as the Company Holders’ Agent without gross negligence, willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide good faith advice of counsel shall be conclusive evidence of good faith). To the fullest extent permitted by applicable Legal Requirements, the Company Holders shall severally indemnify the Company Holders’ Agent and hold it harmless against any loss, liability or expense arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Company Holders’ Agent, in each case as such loss, liability or expense is suffered or incurred; provided, that in the event that any such indemnified loss, liability or expense is finally adjudicated to have been primarily caused by the gross negligence, willful misconduct or bad faith of the Company Holders’ Agent, the Company Holders’ Agent will reimburse the Company Holders the amount of such indemnified loss, liability or expense attributable to such gross negligence, willful misconduct or bad faith. If not paid directly to the Company Holders’ Agent by the Company Holders, such losses, liabilities or expenses may be recovered by the Company Holders’ Agent from the Escrow Fund otherwise distributable to the Company Holders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the expiration of the Escrow Period, pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Company Holders according to their respective pro rata shares of the Total Merger Consideration; provided, that while this section allows the Company Holders’ Agent to be paid from the Escrow Fund, this does not relieve the Company Holders from their obligation to promptly pay such losses, liabilities and expense as they are suffered or incurred, nor does it prevent the Company Holders’ Agent from seeking any remedies available to it at law or otherwise. (c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Company Holders’ Agent that is within the scope of the Company Holders’ Agent’s authority under Section 5.6(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holder; and each Indemnified Person shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holder. (d) In connection with the performance of his obligations hereunder and under the Escrow Agreement, the Company Holders’ Agent shall receive no compensation have the right at any time and from time to time to select and engage, at the cost and expense of the Company Holders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Company Holders’ Agent may deem necessary or desirable and incur other out-of-pocket expenses related to performing his services hereunder. (e) All of the immunities and powers granted to the Company Holders’ Agent under this Agreement shall survive the Closing and any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 5.6: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Holder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its servicesinterest in the Escrow Fund.

Company Holders’ Agent. (a) At By virtue of execution and delivery of a Joinder Agreement, and/or the Closingadoption of this Agreement and the approval of the Merger by the Company Stockholders, Aspect Ventures II, L.P. each of the Company Holders shall be constituted and appointed deemed to have agreed to appoint Fortis Advisors, LLC as the Company Holders’ Agent. Aspect Ventures II, L.P. hereby accepts to act as its appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the exclusive agent for and on behalf of the Company Holders attorney-in-fact to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders individually)thereby; (ii) authorize deliveries to Acquiror to retain cash from all or any portion of the Holdback Fund Amount in satisfaction of claims asserted by Acquiror against the Holdback Amount (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such any claims for indemnification under this ARTICLE VIII, whether against the Holdback Amount or directly against Company Holders, pursuant to Section 8.48.6(a); (iv) consent or agree to, negotiate, enter into settlements and compromises of, to demand arbitration of and represent the interests of the Company Holders in the arbitration of any Dispute relating to, and comply with orders of courts or arbitrators with respect to, such claimsany claims for indemnification under this ARTICLE VIII, whether against the Holdback Amount or directly against the Company Holders; (v) consent or agree to any amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Company Holders’ Agent shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. Each Company Holder (i) agrees that all actions taken by the Company Holders’ Agent under this Agreement shall be binding upon such Company Holder and such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Company Holders’ Agent taken in good faith under this Agreement. The powers, immunities and rights to indemnification granted to the Company Holders’ Agent and the Advisory Group (as defined below) hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Holdback Fund. The Person serving as the Company Holders’ Agent may be replaced from time to time by a vote of the Company Holders then holding of a majority in interest of the aggregate Pro Rata Shares upon not less than ten (10) daysHoldback Amount. The immunities and rights to indemnification shall survive the resignation or removal of the Company Holders’ prior written notice to AcquirorAgent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Company Holders’ Agent. (b) Certain Company Holders have entered into a letter agreement with the Company Holders’ Agent to provide direction to the Company Holders’ Agent in connection with the performance of its services under this Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Company Holders’ Agent (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Company Holders’ Agent Group”) shall be liable to any Company Holders for any act done or omitted hereunder as the Company Holders’ Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Company Holders shall severally and not jointly indemnify the Company Holders’ Agent Group and hold the Company Holders’ Agent Group harmless against any loss, liability, claim, damage, fee, cost, judgment, fine, amount paid in settlement or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Company Holders’ Agent Group and arising out of or in connection with the acceptance or administration of its duties hereunder, including any actual out-of-pocket, third party costs and expenses, legal fees and other legal and skilled professionals costs reasonably incurred by the Company Holders’ Agent and in connection with seeking recovery from insurers (collectively, the “Company Holders’ Agent Expenses”). If not paid directly to the Company Holders’ Agent by the Company Holders, such Company Holders’ Agent Expenses may be recovered by the Company Holders’ Agent from portions of the Expense Amount held in the Expense Fund and if such funds are depleted then the Holdback Amount held in the Holdback Fund otherwise distributable to the Company Holders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the Survival Date pursuant to the terms hereof, at the time of distribution, and such recovery will be made from the Company Holders. The Company Holders acknowledge that the Company Holders’ Agent shall receive no compensation not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Company Holders’ Agent that is within the scope of the Company Holders’ Agent’s authority under Section 8.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holder; and each Indemnified Person shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of each and every such Company Holder. (d) Upon the Closing of the Merger, Acquiror shall wire to an account designated by the Company Holders’ Agent as the Expense Fund an aggregate Expense Amount, which shall be held by the Company Holders’ Agent as agent and for the benefit of the Company Holders in a segregated client bank account and shall be used solely for the purposes of (i) paying directly or reimbursing the Company Holders’ Agent for, any third party expenses pursuant to this Agreement, and (ii) paying the services expenses of the Company Holders’ Agent. The Company Holders’ Agent will hold these funds separate from its corporate funds, will not use these funds for its servicesoperating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Company Holders acknowledge that the Company Holders’ Agent is not providing any investment supervision, recommendations or advice. The Company Holders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (A) release of the Holdback Amount (whether to Acquiror or the Company Holders) under the terms set forth herein or (B) payment of the Earnout, the Company Holders’ Agent shall disburse the balance of the Expense Fund, if any, to Acquiror (or the Exchange Agent if so instructed) for further disbursement to the Company Holders based on their respective Pro Rata Shares of any remaining portion of the Expense Fund. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Company Holders at the time of Closing. The Company Holders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting obligations hereunder.

Company Holders’ Agent. (a) At the Closing, Aspect Ventures II, L.P. Xxxxxx Xxxxx shall be constituted and appointed as the Company Holders’ Agent. Aspect Ventures II, L.P. Xxxxxx Xxxxx hereby accepts its his appointment as the Company Holders’ Agent. For purposes of this Agreement, the term “Company Holders’ Agent” means the agent for and on behalf of the Company Holders Shareholders to: (i) give notices to the Acquiror and receive notices and communications to or from the Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions contemplated by this Agreement and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Holders Shareholders individually); (ii) pursuant to the terms and conditions set forth in the Escrow Agreement, authorize deliveries to the Acquiror to retain of cash from the Holdback Escrow Fund in satisfaction of claims asserted by the Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 8.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; and (v) consent or agree to any amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Company Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Company Holders’ Agent may be replaced from time to time by the Company Holders holding of a majority of the aggregate Pro Rata Shares upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Company Holders’ Agent, and the Company Holders’ Agent shall receive no compensation for its his services.