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

Designation and Replacement of Holder Representative. The Parties have agreed that it is desirable to designate a representative to act on behalf of the Holders (the “Holder Representative”). By virtue of approving the Transactions and the adoption of this Agreement, the approval of the terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits hereof, including the right to receive the consideration payable in connection with the Transactions, each of the Holders shall be deemed to have irrevocably designated and appointed, and hereby irrevocably designates and appoints Shareholder Representative Services LLC as his, her or its representative, agent and attorney-in-fact as of the Closing for all purposes in connection with this Agreement and any related agreements. 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 Company Common Units 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 parties have agreed that it is desirable to designate a representative to act on behalf of holders of the Holders Company Stock and the Options for certain limited purposes, as specified herein (the “Holder Representative”). By virtue of approving The parties have designated PGP Investors, LLC as the Transactions initial Holder Representative, and the adoption approval of this Agreement, Agreement by the holders of Company Stock shall constitute ratification and approval of the terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits hereof, including the right to receive the consideration payable in connection with the Transactions, each of the Holders shall be deemed to have irrevocably designated and appointed, and hereby irrevocably designates and appoints Shareholder Representative Services LLC as his, her or its representative, agent and attorney-in-fact as of the Closing for all purposes in connection with this Agreement and any related agreementssuch 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 Company Common Units Aggregate Fully-Diluted Shares immediately prior to the Concrete Effective Time (or, in the case of a termination of this Agreement, as of such termination) (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. The designation of any Person as the Holder Representative is and shall be coupled with an interest, and, except as set forth in this Article XI, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the holders of Company Stock or any of the holders of Options.

Designation and Replacement of Holder Representative. The Parties parties have agreed that it is desirable to designate a representative to act on behalf of holders of the Holders Common Stock for certain limited purposes, as specified herein (the “Holder Representative”). By virtue of approving The parties have designated Platinum Equity Advisors, LLC as the Transactions initial Holder Representative, and the adoption approval of this Agreement, Agreement by the holders of at least a majority of the shares of Common Stock shall constitute ratification and approval of the terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits hereof, including the right to receive the consideration payable in connection with the Transactions, each of the Holders shall be deemed to have irrevocably designated and appointed, and hereby irrevocably designates and appoints Shareholder Representative Services LLC as his, her or its representative, agent and attorney-in-fact as of the Closing for all purposes in connection with this Agreement and any related agreementssuch 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 Company Aggregate Common Units Shares immediately prior to the Effective Time (or, in the case of a termination of this Agreement, as of such termination) (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. The designation of any Person as the Holder Representative is and shall be coupled with an interest, and, except as set forth in this Article XI, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the holders of Common Stock.

Designation and Replacement of Holder Representative. The Parties parties have agreed that it is desirable to designate a representative to act on behalf of the Holders for certain limited purposes, as specified herein (the “Holder Representative”). By virtue of approving The parties have designated - 55- Odyssey Investment Partners, LLC, as the Transactions initial Holder Representative, and the adoption approval of this Agreement, Agreement by the holders of Common Stock shall constitute ratification and approval of the terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits hereof, including the right to receive the consideration payable in connection with the Transactions, each of the Holders shall be deemed to have irrevocably designated and appointed, and hereby irrevocably designates and appoints Shareholder Representative Services LLC as his, her or its representative, agent and attorney-in-fact as of the Closing for all purposes in connection with this Agreement and any related agreementssuch designation. The Holder Representative may resign at any timetime upon notice to the Company, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Company Aggregate Fully-Diluted Common Units 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; provided that, if a Holder Representative has provided the Company with a notice of resignation and a new Holder Representative has not been appointed by a vote of the Majority Holders within thirty (30) days thereafter, the resigning Holder Representative may appoint a new Holder Representative.

Designation and Replacement of Holder Representative. The Parties parties have agreed that it is desirable to designate a representative to act on behalf of the Pre-Closing Holders (the “Holder Representative”)for certain limited purposes, as specified herein. By virtue voting in favor of approving the Transactions and the adoption of this Agreement, the approval of the principal terms of the TransactionsMerger, and the consummation of the Transactions Merger or participating in the Transactions Merger and receiving the benefits hereofthereof, including the right to receive the consideration payable in connection with the TransactionsMerger, each of the Holders Pre-Closing Holder shall be deemed to have irrevocably designated and appointedapproved the designation of, and hereby irrevocably designates and appoints designates, Shareholder Representative Services LLC as his, her or its the representative, agent and attorney-in-fact as (the “Holder Representative”) of the each Pre-Closing Holder for all purposes in connection with this Agreement and any related agreementsthe agreements ancillary hereto. The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned are entitled to receive more than fifty percent (50%) of the Company Common Units immediately prior Merger Consideration payable pursuant to the Effective Time this Agreement (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. The designation of any Person as the Holder Representative is and shall be coupled with an interest, and, except as set forth in this Article XI, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the holders of Company Stock.

Designation and Replacement of Holder Representative. The Parties parties have agreed that it is desirable to designate a representative to act on behalf of the Pre‑Closing Holders for certain limited purposes, as specified herein (the “Holder Representative”). By virtue of approving The parties have designated Xxxxx Xxxxxxx as the Transactions initial Holder Representative, and the adoption approval of this Agreement, Agreement by the Pre‑Closing Holders shall constitute ratification and approval of the terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits hereof, including the right to receive the consideration payable in connection with the Transactions, each of the Holders shall be deemed to have irrevocably designated and appointed, and hereby irrevocably designates and appoints Shareholder Representative Services LLC as his, her or its representative, agent and attorney-in-fact as of the Closing for all purposes in connection with this Agreement and any related agreementssuch 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 Company Aggregate Common Shares and fifty percent (50%) of the Units immediately prior to the Effective Time (the “Majority Holders”). In the event that a the initial Holder Representative is unable to serve, Xxxxxxx Xxxxxx will serve as the Holder Representative, and thereafter if he or any subsequent 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. The designation of any Person as the Holder Representative is and shall be coupled with an interest, and, except as set forth in this Article XII, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any Pre‑Closing Holder.