Common use of Designation and Replacement of Holder Representative Clause in Contracts

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & Partners, L.P., as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto Parties have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs Company Equityholders for certain limited purposes, as specified herein (the “Holder Representative”). The parties Parties have designated Lxxxxxx Xxxxx & Partners, L.P., L.P. as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Company Equityholders shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons the Company Equityholders which collectively owned hold at such time (or following the Closing, held immediately prior to the Effective Time) a Pro Rata Percentage of more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority HoldersEquityholders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority HoldersEquityholders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock Shares and SARs Preferred Shares, and the Transaction Bonus Recipients, for certain limited purposes, purposes as specified herein (the “Holder Representative”)herein. The parties have designated Lxxxxxx Xxxxx & Partners, L.P., LAGE LLC as the initial Holder Representative, and approval of this Agreement by the holders of a majority of the Outstanding Common Stock Shares and the holders of a majority of the Outstanding Preferred Shares shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) % of the Aggregate Fully-Diluted Common Outstanding Preferred Shares immediately prior to the Effective Time (the “"Majority Holders”"). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative. Any such new Holder Representative must be either a Shareholder or an Affiliate of a Shareholder.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock Shares and SARs Converted Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx R. Xxxxx & Partners, L.P., XxXxxxxx as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Shares shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Fully Diluted Common Shares immediately prior to at the Effective Time of the Merger (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs Shares for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & PartnersLife Sciences Opportunity Fund II, L.P., L.P. as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Stockholders shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs the Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & PartnersWKI Group, L.P., LLC as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs Holders for certain limited purposes, as specified herein (the “"Holder Representative”"). The parties have designated Lxxxxxx Xxxxx & Partners, L.P., Peter P. Kusek as the initial Holder txx xxxxxxx Xxxder Representative, and approval of this Agreement by the holders of Company Common Stock in accordance with the GCL shall constitute ratification and approval of such designationdesignation and the provisions of this Article 9. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) % of the Aggregate Fully-Diluted Common Company Shares immediately prior to at the Effective Time of the Merger (the “"Majority Holders”"). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock Shares and SARs Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & PartnersMPI Holdings, L.P.LLC, a Delaware limited liability company, as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Shares shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) % of the Aggregate Fully-Diluted Common Shares immediately prior to at the Effective Time of the Merger (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock Shares and SARs Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & Partners, L.P., Holdings as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Shares and Options shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to at the Effective Time of the Merger (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock and SARs the Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & PartnersHarpoon Holder Representative, L.P., LLC as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate a representative to act on behalf of holders of the Common Stock Shares and SARs Vested Options for certain limited purposes, as specified herein (the “Holder Representative”). The parties have designated Lxxxxxx Xxxxx & Partners, L.P., TC Group as the initial Holder Representative, and approval of this Agreement by the holders of Common Stock Shares and Vested Options shall constitute ratification and approval of such designation. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to at the Effective Time of the Merger (the “Majority Holders”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.