Company Stockholder Representative. (a) By their execution of the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement or the CVR Agreement, the Pre-Reverse Split Company Stockholders and the Company Stockholders hereby irrevocably (subject only to Section 3.9(e)) appoint the Company Stockholder Representative as the representative, attorney-in-fact and agent of the Pre-Reverse Split Company Stockholders and the Company Stockholders for all purposes in connection with the transactions contemplated by this Agreement and any other agreements ancillary hereto and in any litigation or arbitration involving this Agreement. In connection therewith, the Company Stockholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Stockholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Stockholder Representative. (a) By approval of the Merger, this Agreement and the transactions contemplated hereby by the Company Stockholders, by execution of this Agreement by the Company Stockholders, and pursuant to the terms of the Letter of Transmittal, the Company Stockholders shall and hereby do irrevocably make, constitute and appoint or, as applicable are deemed to have made, constituted or appointed Xxxxxx X. Xxxx, III (“Company Stockholder Representative”) as their agent, attorney-in-fact and representative and authorize and empower it to fulfill the role of the Company Stockholder Representative contemplated hereunder for purposes of this Agreement and the Escrow Agreement. The Company Stockholder Representative shall have full power of substitution to act and decide to give consent and instruction, as applicable, in the name, place and stead of the Company Stockholders and each of them in all matters in connection with this Agreement and the Escrow Agreement. The Company Stockholder Representative’s power shall include the following powers, without limitation: give and receive notices and communications; the power to act for the Company Stockholders and to authorize payment to any Parent Indemnified Party with regard to the indemnification under Article XI; the power to object to such payments, to agree to, negotiate, enter into settlements of or compromise any claim on behalf of the Company Stockholders and comply with orders of courts with respect to such claims; to authorize agreement to or dispute of the adjustment to the Total Common Stock Merger Consideration pursuant to Section 2.9; the power to transact or participate in matters of litigation in connection with this Agreement or the Escrow Agreement subject to the terms hereof and thereof; to make (or cause to be made) distributions to the Company Common Stockholders and holders of In-the-Money Company Options; the power to do or refrain from doing all such further acts and things on behalf of the Company Stockholders that the Company Stockholder Representative deems necessary or appropriate in its sole discretion including without limitation retaining any attorneys, accountants or other advisors (collectively, “Advisors”) as Company Stockholder Representative sees fit, and to execute all such documents as the Company Stockholder Representative shall deem necessary or appropriate in connection therewith; and the power to receive service of process in connection with any claims hereunder. The Company Stockholder ...
Company Stockholder Representative. To facilitate the administration of the transactions contemplated by this Agreement, including the resolution of any disputes relating to, the Earn-Out Amount (if any), the Revised Closing Net Working Capital Adjustment (if any), and claims for indemnification pursuant to Article VI, and any other actions required or permitted to be taken by the Company Stockholder Representative under this Agreement, the Buyer and the Company, by their execution and delivery of this Agreement, and the stockholders of the Company and Persons otherwise having the right to direct the voting of the Company’s stock pursuant to the Common Voting Trust Agreement or the Class A-1 Voting Trust Agreement, and the adoption of this Agreement by stockholders constituting the Requisite Stockholder Consent, hereby (x) designate the Company Stockholder Representative as the representative, attorney-in-fact and agent of each Company Stockholder and (y) authorize the Company Stockholder Representative to give and receive all notices required to be given under this Agreement, and to take any and all additional action as is necessary, convenient, appropriate or contemplated to be taken by or on their behalf or by the Company Stockholder Representative in connection with the Company Stockholder Representative’s rights, duties and obligations pursuant to this Agreement and/or the Escrow Agreement.
Company Stockholder Representative. (a) Each Company Stockholder and Participating Optionholder, by virtue of his, her or its approval of this Agreement and execution of a letter of transmittal and/or acceptance of any consideration contemplated by Article III, irrevocably nominates, constitutes and appoints the Representative as the agent, agent for service of process and true and lawful attorney-in-fact of such Company Stockholder or Participating Optionholder, as applicable, with full power of substitution, to act in the name, place and stead of such Company Stockholder or Participating Optionholder, as applicable, with respect to this Agreement and the Escrow Agreement and the taking by the Representative of any and all actions (whether prior to, contemporaneously with, or after such nomination, constitution and appointment) and the making of any decisions required or permitted to be taken or made by the Representative under this Agreement or the Escrow Agreement, including the exercise of the power to execute, deliver, acknowledge, certify and file (in the name of any or all of the Company Stockholders and Participating Optionholders or otherwise) any and all documents and to take any and all actions that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate on or after the date of this Agreement, including the power to act on behalf of any Company Stockholder or Participating Optionholder in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement and the power to receive on behalf of, and to distribute (after payment from the Representative Holdback Amount or otherwise of any unpaid expenses chargeable to a Company Stockholder or Participating Optionholder in connection with the transactions contemplated by this Agreement and the Escrow Agreement), all amounts payable to such Company Stockholder or Participating Optionholder, as applicable, under the terms of this Agreement and the Escrow Agreement.
Company Stockholder Representative. (a) In order to administer efficiently the determination and payment of the Cash Adjustment Amount, the Special Adjustment Amount and the Working Capital Adjustment Amount and the defense and/or settlement of any Parent Claims for which the Company Stockholders may be required to indemnify members of the Parent Group (as defined in Section 8.1(a)) pursuant to Article 8 hereof, the Company Stockholders, by their adoption and approval of this Agreement and the Transaction Incentive Plan Recipients, through separate instruments, irrevocably appoint the Company Stockholder Representative as their agent, attorney-in-fact and representative (with full power of substitution in the premises), and, by his execution hereof, the Company Stockholder Representative hereby accepts such appointment.
Company Stockholder Representative. (a) In order to administer efficiently the distribution of the Total Merger Consideration and the defense and/or settlement of any Parent Claims for which the Company Stockholders may be required to indemnify members of the Parent Group (as defined in Section 7.1) pursuant to Article 7 hereof, the Company Stockholders, by their execution hereof, irrevocably appoint the Company Stockholder Representative as their agent, attorney-in-fact and representative (with full power of substitution in the premises), and, by his execution hereof, the Company Stockholder Representative hereby accepts such appointment. The Company Stockholder Representative shall initially be Carlyle Europe Venture Partners, L.P. At the Closing, the Company shall pay the Company Stockholder Representative Fee to the Company Stockholder Representative.
Company Stockholder Representative. (a) JX Xxxxxx is hereby appointed as agent and attorney-in-fact for and on behalf of each of the holders of shares of Company Capital Stock (the “Company Stockholder Representative”), to give and receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement and to comply with orders of courts and determinations and awards with respect to claims, and to take all actions necessary or appropriate in the judgment of the Company Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of the holders of a majority of the shares of Company Capital Stock from time to time upon not less than thirty (30) days’ prior written notice to Parent. Any vacancy in the position of Company Stockholder Representative shall be filled by a majority-in-interest of the holders of shares of Company Capital Stock. The Company Stockholder Representative may resign upon thirty (30) days’ prior written notice to Parent provided that no such resignation shall become effective until the appointment of a successor Company Stockholder Representative. No bond shall be required of the Company Stockholder Representative, and the Company Stockholder Representative shall not receive compensation for its services. Notices or communications to or from the Company Stockholder Representative shall constitute notice to or from each holder of shares of Company Capital Stock.
Company Stockholder Representative. (a) Rationem, LLC is hereby appointed, authorized and empowered to act as a representative for the benefit of the Company Stockholders, as the exclusive agent and attorney-in-fact to act on behalf of each Company Stockholder, in connection with and to facilitate the consummation of the transactions contemplated by this Agreement, including pursuant to any Ancillary Documents, which shall include the power and authority:
Company Stockholder Representative. (a) The Company Stockholders, pursuant to the Representative Agreement, have appointed AbilityOne II, L.L.C., as the Representative, who shall act exclusively as the agent and attorney-in-fact for each of the Company Stockholders. The approval by the Company Stockholders of the Merger shall be deemed to be approval of the appointment of the Representative. The authority of the Representative to act for and on behalf of each of the Company Stockholders, includes, without limitation, the authority to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Company Stockholders with respect to any matters arising under this Agreement or the Ancillary Documents, to authorize delivery to Parent and Third Parties of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration Proceedings, and to comply with Orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or Proceedings, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall act as the exclusive negotiating party for, and in all matters both before and after the Effective Time arising from, incident to and in connection with this Agreement and all Ancillary Documents. In addition to and in furtherance of the foregoing, the Representative shall have the right to (i) sell, pledge or otherwise dispose of any amounts in any escrow account or other accounts established for the benefit of the Company Stockholders, (ii) employ accountants, attorneys and other professionals on behalf of the Company Stockholders, and (iii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Representative hereunder, and (B) the interests of the Company Stockholders under this Agreement, the Ancillary Documents and the Transactions. The Representative shall for all purposes be deemed the sole authorized agent of the Company Stockholders until such time as the agency is terminated pursuant to the terms of the Representative Agreement. No bond shall be required of the Representative, and the Representative shall not receive compensation for its services....
Company Stockholder Representative. (a) The Representative shall not incur any liability with respect to any action taken or suffered by the Representative or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals, and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. The Representative undertakes to perform such duties and only such duties as are contemplated by this Agreement and the Representative Agreement, and no covenants or obligations shall be implied under this Agreement or the Representative Agreement against the Representative; provided, however, that the foregoing shall not act as a limitation on the powers of the Representative determined by the Representative to be reasonably necessary to carry out the Representative’s duties.
