Equityholder Representative. (a) Each SFC Equityholder, by virtue of his, her or its execution and delivery of this Agreement, hereby irrevocably nominates, constitutes and appoints Xxxx as the Equityholder Representative and as the agent, agent for service of process and true and lawful attorney-in-fact of such SFC Equityholder with full power of substitution, to act in the name, place and stead of such SFC Equityholder with respect to all matters under this Agreement and the transactions contemplated by this Agreement. Such powers shall include, without limitation, the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken or made by any SFC Equityholder under this Agreement, including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the name of any or all of such SFC Equityholders or otherwise) any and all documents and to take any and all actions that the Equityholder Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.06, Section 2.07, Section 2.08, or Section 9.04 or any indemnification claim under Article X (including negotiating, entering into compromises or settlements of and resolving disputes with respect to any such matters covered in Section 2.06, Section 2.07 or Section 2.08); (ii) give and receive notices and communications under this Agreement; (iii) authorize the payment of fees, expenses and distributions including, without limitation, any fees, expenses or distributions out of the Equityholder Representative Holdback Amount; and (iv) execute amendments (and additional documents related thereto) to this Agreement on behalf of such SFC Equityholder generally consistent with the transaction contemplated hereby, the execution thereof shall be conclusive evidence of such determination. Xxxx hereby accepts his appointment as the Equityholder Representative.
(b) The power of attorney granted in this Section 11.01; (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Equityholder Representative, after 5 days’ notice to Parent the Surviving Corporation of the identity of the delegate; and (iii) shall survive the death or incapacity of each of the SFC Equityholders.
(c) Notwithstanding anything to the contrary contained in this Agreement, Parent, the Surviving Corporation, and any NAVR Indemnified Parties shall be entitled to deal exclusively w...
Equityholder Representative. Within thirty (30) days following the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet.
Equityholder Representative. The Company Holder hereby agrees to the appointment of Fortis Advisors LLC as the Equityholder Representative and as his, her or its true, exclusive and lawful agent and attorney-in-fact, to act in the name, place and stead of the Company Holder in connection with the transactions contemplated by the Merger Agreement, in accordance with the terms and provisions Section 10.1 of the Merger Agreement.
Equityholder Representative. 66 11.19 Amounts in U.S. Dollars..............................................69 11.20
Equityholder Representative. Buyer shall be permitted to rely upon any written instrument or documents executed by the Equityholder Representative as valid and binding upon all of the Equityholders with respect to the matters set forth in Section 11.18(a). In addition, by their execution of this Agreement, the Equityholders shall be deemed to have waived any claims they may have or assert, including those that may arise in the future, against the Equityholder Representative for any action or inaction taken or not taken by the Equityholder Representative in connection with such Person's capacity as such, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct. The Equityholder Representative shall not have any liability to Buyer unless Buyer suffers any loss, damage or expense as a result of the gross negligence or willful misconduct of such Equityholder Representative, each in his capacity as such, it being understood that nothing in this Section 11.18(b) shall be deemed to modify any of the obligations, limitations on the liability and remedies of any of the Equityholders or the Equityholder Representative (in any other capacity) set forth in Article X.
Equityholder Representative. (a) Xxxx Xxxxxx is hereby appointed and designated representative and agent of the Company, each of the Equityholders and each of their respective heirs, successors and assigns (“Equityholder Representative”) for purposes of exercising on their behalf any and all of their respective rights and obligations under this Agreement and any other Transaction Documents, including by way of example and not limitation: (i) executing and delivering amendments to, and waivers of, this Agreement and any other Transaction Documents; (ii) administering the determination of the Closing Shares Merger Consideration and the Post-Closing Shares Merger Consideration pursuant to Sections 1.6(c) and (d); (iii) administering the NWC adjustment process under Section 1.9; (iv) taking actions with respect to any indemnification claims under Article IX; (v) giving and receiving notices under this Agreement and any other Transaction Documents, with any notice provided by the Purchaser to the Equityholder Representative hereunder being deemed to constitute notice to the Company and each of the Equityholders; and (vi) performing such other functions under this Agreement and any other Transaction Documents as the Equityholder Representative may determine to be necessary or desirable, in each case in his sole and absolute discretion.
(b) The appointment by the Company and each of the Equityholders of the Equityholder Representative to his role as such hereunder shall include a binding power of attorney to execute and deliver documents under this Agreement and the other Transaction Documents in the name of and on behalf of the Company or such Equityholder (as applicable), which shall be deemed coupled with an interest and shall survive the termination, dissolution or insolvency of the Company or the death, disability or insolvency of such Equityholder (as applicable).
(c) The Equityholder Representative may, in his sole and absolute discretion, retain such attorneys, accountants and other professional advisors as he may determine to be necessary or advisable to assist him with his duties under this Agreement in his capacity as such, the fees and expenses of which shall be borne pro rata by the Equityholders in accordance with their respective Pro Rata Shares in the Company.
(d) In the event of the resignation by Xxxx Xxxxxx from his position as the Equityholder Representative or his death or permanent disability, Xxxx Xxxxxx or his heirs, successors or legal representatives (as applicable)...
Equityholder Representative. (a) By the approval of this Agreement pursuant to the DGCL, the Stockholder Consent and the Letters of Transmittal, the Sellers irrevocably appoint and constitute Fortis Advisors LLC as exclusive agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of the Stockholders for certain limited purposes, as specified herein (the “Equityholder Representative”), including the full power and authority to act on the Stockholders’ behalf as provided in Section 2.12(b). The Sellers, by approving this Agreement pursuant to the Stockholder Consent, further agree that such agency, proxy and attorney-in-fact, powers, immunities and rights of indemnification granted to the Equityholder Representative Group hereunder are (i) are coupled with an interest, are therefore irrevocable without the consent of the Equityholder Representative, except as provided in Section 2.12(c), (ii) shall be binding upon the successors, heirs, executors, administers and legal representatives of each Seller and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Seller and (iii) shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Fund, the Indemnity Escrow Fund and the Equityholder Representative Fund. All decisions, actions, consents and instructions by the Equityholder Representative shall be binding upon all of the Sellers and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and no Seller shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Escrow Agent and the Buyer Parties shall be entitled to rely on any decision, action, consent or instruction of the Equityholder Representative as being the decision, action, consent or instruction of the Stockholders, and the Escrow Agent and the Buyer Parties are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. The Equityholder Representative shall be entitled to: (i) rely upon any signature believed by it to be genuine, and (ii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party.
(b) The Equityholder Representative shall have such powers and authority as are necessary to carry out the functions assigned ...
Equityholder Representative. Section 11.01.
Equityholder Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Company stockholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Xxxxxxx Capital PEP L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholder Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to this Agreement and the Escrow Agreement and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative under this Agreement or the Escrow Agreement (it being understood that the Equityholder shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.6). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholder Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by the holders of a majority in interest of the Representative Fund from time to time, and any such successor shall succeed the Equityholder Representative as Equityholder Representative hereunder. No bond shall be required of the Equityholder Representative, and the Equityholder Representative shall receive no compensation for its services.
Equityholder Representative. The Signing Stockholder, in his, her or its capacity as a holder, directly or indirectly, of Capital Stock or Stock Equivalents, hereby irrevocably and unconditionally (a) appoints and constitutes the Equityholder Representative (and any successor Equityholder Representative appointed in accordance with the terms of the Merger Agreement), as of the Effective Time, as his, her or its agent, proxy and attorney-in-fact to the full extent specified in Section 10.01 of the Merger Agreement; (b) agrees to be bound by all decisions and actions taken by the Equityholder Representative in accordance with the Merger Agreement and the other Transaction Documents; (c) adopts, ratifies, confirms and approves in all respects all such decisions and actions taken by the Equityholder Representative in good faith in furtherance of the Transactions prior to the date hereof and (d) acknowledges and agrees to the limitations on the Equityholder Representative’s liability and duties and the Equityholder Representative’s right to indemnification set forth in Section 10.01(e) of the Merger Agreement.
