Common use of Company Stockholder Representative Clause in Contracts

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 Representative may resign such position for any reason upon at least thirty (30) days prior written notice delivered to the Parent and the Company Stockholders. In such event, the Company Stockholders who held at least a majority of the Company Common Stock as of the Closing shall, by written notice to the Parent, appoint a successor Company Stockholder Representative within such thirty (30) day period. Notice or communications to or from any Company Stockholder Representative shall constitute notice to or from each of the Company Stockholders.

Company Stockholder Representative. (a) By approval of the Merger, this Agreement and the transactions contemplated hereby by Xxxx Xxxxxxx shall be the Company Stockholders, by execution of this Agreement by the Company Stockholders, Stockholder Representative and pursuant to the terms of the Letter of Transmittal, the Company Stockholders as such shall serve as and hereby do irrevocably make, constitute have all powers as agent 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 of each Company Stockholder, for and representative and authorize and empower it on behalf of such Company Stockholders: (i) 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 (ii) 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, have authority to agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to any disputes involving any Parent Indemnity Claims made by Parent and the retaining of any portion of the Escrow Fund by Parent thereunder; (iii) to litigate, mediate, arbitrate, defend, enforce or compromise to take any other actions and execute any documents that the Company Stockholder Representative deems advisable in connection with enforcing any rights or obligations or defending any claim or action under this Agreement or the Escrow Agreement on behalf of the Company Stockholders and comply with orders of courts with respect or their property or against any person who has caused a loss or damage to such claimsthe Company Stockholders; (iv) to authorize agreement sign receipts, consents, or other documents to effect the transactions contemplated hereby; (v) to have the authority to withhold or dispute direct the disposition of the adjustment to the Total Common Stock Merger Consideration Escrow Fund pursuant to Section 2.93.6(e); and (vi) to take any and all actions necessary or appropriate in the power to transact or participate in matters judgment 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”) for the accomplishment of the foregoing. If Xxxx Xxxxxxx ceases to act as Company Stockholder Representative sees fitfor any reason, and to execute all such documents as the Company Stockholder Representative or his agent shall deem necessary or appropriate in connection therewith; and the power to receive service notify Parent of process in connection with any claims hereunder. The such Company Stockholder Representative may Representative’s intent to resign such position for any reason upon at least thirty (30) days prior written notice delivered to the Parent as Company Stockholder Representative, and the Company Stockholders. In such event, the Company Stockholders who held at least entitled to receive a majority of the Company Common Stock as of the Closing Escrow Shares shall, by written notice to the Parent, appoint a successor Company Stockholder Representative within such thirty (30) day perioddays. Notice or communications to or from any Company Stockholder Representative shall constitute notice to or from each of the Company Stockholders.

Company Stockholder Representative. (a) By approval Pursuant to the Letters of the Merger, this Agreement Transmittal executed and the transactions contemplated hereby delivered by the Company StockholdersHolders, and by execution consummation of this Agreement the Merger and by receiving the benefits thereof, including any consideration payable hereunder, and without any further action of any of the Company StockholdersHolders or the Company, and pursuant to the terms each of the Letter of Transmittal, Company Holders hereby irrevocably appoints the Company Stockholders shall Stockholder Representative as of the Closing as its representative, exclusive agent and hereby do irrevocably make, constitute true and appoint or, as applicable are deemed to have made, constituted or appointed Xxxxxx X. Xxxx, III (“Company Stockholder Representative”) as their agent, lawful attorney-in-fact and representative and authorize and empower it to fulfill the role in respect 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 arising under or in connection with this Agreement and the Escrow agreements ancillary hereto (including Article IX, this Article X and Section 6.05 of this 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 is and shall be authorized by each Company Holder to act, or refrain from acting, with respect to any actions or deeds to be taken by or on behalf of any Company Holder, including to incur and pay expenses and to enforce any rights granted to any Company Holder under such provisions, in each case as the Company Stockholder Representative believes is necessary, desirable or appropriate in its sole discretion including without limitation retaining any attorneysunder such provisions, accountants or other advisors (collectivelyfor and on behalf of the Company Holders. Notwithstanding the foregoing, “Advisors”) as Company Stockholder Representative sees fit, and to execute all such documents as the Company Stockholder Representative shall deem necessary have no obligation to act on behalf of the Company Holders, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Company Stockholder Representative in any Ancillary Agreement, schedule, exhibit or appropriate the Schedules under such provisions, to act for and on behalf of the Company Holders. The Company Holders and such Company Holders’ successors shall be bound by all such actions taken by the Company Stockholder Representative under this Agreement as if expressly confirmed and ratified in connection therewith; writing by such Company Holders, and all defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Company Stockholder Representative taken in good faith under this Agreement are waived and no Company Holder shall be permitted to take any such actions. The powers, immunities and rights to indemnification granted to the Company Stockholder Representative hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any 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 Sephora Holdback Consideration and/or Additional Consideration, and no Company Holder shall be permitted to take any such actions. The Company Stockholder Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Company Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, the Company Stockholder Representative shall have the full power and authority to receive service interpret all the terms and provisions of process in connection with Article IX, this Article X and Section 6.05 on behalf of the Company Holders. Acquiror shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Company Stockholder Representative relating to Article IX, this Article X and Section 6.05. The Company Stockholder Representative shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any claims hereundersignature 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. The Company Stockholder Representative may resign such position for at any reason upon at least thirty (30) days prior written notice delivered time. The immunities and rights to indemnification shall survive the Parent and the Company Stockholders. In such event, the Company Stockholders who held at least a majority resignation of the Company Common Stock as of the Closing shall, by written notice to the Parent, appoint a successor Company Stockholder Representative within such thirty (30) day period. Notice or communications to or from any Company Stockholder Representative shall constitute notice to or from each of and the Company StockholdersClosing.

Company Stockholder Representative. (a) By approval of the MergerXxxxxxx Xxxxx, this Agreement and the transactions contemplated hereby by III, shall be the Company Stockholders, by execution of this Agreement by the Company Stockholders, Stockholder Representative and pursuant to the terms of the Letter of Transmittal, the Company Stockholders as such shall serve as and hereby do irrevocably make, constitute have all powers as agent 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 of each Company Stockholder, for and representative and authorize and empower it on behalf of such Company Stockholders: (i) 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 , (ii) 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, have authority to agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to any disputes involving any Parent Indemnity Claims made by Parent and the retaining of any portion of the Escrow Fund by Parent thereunder, (iii) to litigate, mediate, arbitrate, defend, enforce or compromise to take any other actions and execute any documents that the Company Stockholder Representative deems advisable in connection with enforcing any rights or obligations or defending any claim or action under this Agreement or the Escrow Agreement on behalf of the Company Stockholders and comply or their property or against any Person who has caused a loss or damage to the Company Stockholders in connection with orders of courts with respect the transactions contemplated herein, (iv) to such claims; sign receipts, consents, or other documents to authorize agreement effect the transactions contemplated hereby, (v) to have the authority to withhold or dispute direct the disposition of the adjustment to the Total Common Stock Merger Consideration Escrow Fund pursuant to Section 2.9; 3.5(e) and (vi) to take any and all actions necessary or appropriate in the power to transact or participate in matters judgment 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”) for the accomplishment of the foregoing. If Xxxx Xxxxx ceases to act as Company Stockholder Representative sees fitfor any reason, and to execute all such documents as the Company Stockholder Representative or his agent shall deem necessary or appropriate in connection therewith; and the power to receive service notify Parent of process in connection with any claims hereunder. The such Company Stockholder Representative may Representative’s intent to resign such position for any reason upon as Company Stockholder Representative, at least thirty (30) days prior written notice delivered to the Parent effective date of such resignation, and the Company Stockholders. In such event, the Company Stockholders who held at least entitled to receive a majority of the Company Common Stock as of the Closing Escrow Shares shall, by written notice to the Parent, appoint a successor Company Stockholder Representative within such thirty (30) day perioddays. Notice or communications to or from any Company Stockholder Representative shall constitute notice to or from each of the Company Stockholders.