Equityholders’ Representative. (a) At the Closing, without further act of any Company Stockholder or Equity Award Holder, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder.
(b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received b...
Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ 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 Section 2.7, Article III, Article IX, Article X, and the Escrow Agreement and the taking by the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement and the Escrow Agreement (it being understood that the Equityholders’ Representative 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 6.5). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other in...
Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Xx. Xxxxxxx X. Quake (and by execution of this Agreement such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and (ii) the Equityholders Representative as agent and attorney-in-fact 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 Article II, Article III, Article VI and Article IX and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Equityholders Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholders Representative under Article II, Article III, Article VI and Article IX (it being understood that the Equityholders 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 6.4) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders as a matter of contract Law. The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders 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 Merger Consideration, and any such successor shall succeed the Equityholders Representative as Equityholders Representative hereunder. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders Representative.
Equityholders’ Representative. By virtual of their approval of this Agreement, the Members shall have constituted and appointed Xxxxxxxx Xxxx, to serve as the Equityholders’ Representative (the “Equityholders’ Representative”) for and on behalf of the Members and DHC, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf of the Members and DHC as is explicitly contemplated by this Agreement. No bond is required of the Equityholders’ Representative, and the Equityholders’ Representative does not receive any compensation for his services from DHC or the Members in connection with this Agreement. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each Member and DHC unless stated in writing otherwise. Notwithstanding anything to the contrary set forth in this Agreement, any decision, act, consent or instruction of the Equityholders’ Representative with respect to any matters contemplated hereby shall be deemed to be the decision, act, consent or instruction of all of the Members and shall be final, binding and conclusive upon each of the Members, and High Tide Parties may rely on each such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each of the Members. High Tide Parties are hereby relieved from any liability to any Person for any acts done by them in reliance upon, or in accordance with, any such decision, act, consent or instruction of the Equityholders’ Representative.
Equityholders’ Representative. The Optionee hereby irrevocably agrees to, and consents to be bound by, the provisions of Article I of the Merger Agreement applicable to it as a holder of the Subject Options granted by the Company under the Plan, the provisions of Article IX of the Merger Agreement relating to indemnification applicable to it as an Equityholder and the provisions of Article XI of the Merger Agreement relating to the Equityholders’ Representative.
Equityholders’ Representative. Each Holder hereby agrees to the appointment of Fortis Advisors LLC as Equityholders’ Representative under the Merger Agreement and the Escrow Agreement and appoints Fortis Advisors LLC as Holder’s agent and attorney-in-fact to exercise all or any of the powers, authority and discretion conferred on the Equityholders’ Representative under the Merger Agreement (subject to the limitations set forth therein).
Equityholders’ Representative. Notwithstanding anything to the contrary contained herein, (a) each Equityholder shall severally and not jointly hold harmless and reimburse the Equityholders’ Representative from and against such Equityholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Equityholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Equityholders’ Representative in his, her or its capacity as Equityholders’ Representative under the Merger Agreement or this Agreement (collectively, the “Expenses”), other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Equityholders’ Representative’s fraudulence, gross negligence, bad faith or willful misconduct; provided, however, that no such Equityholder shall be liable in excess of such Equityholder’s pro-rata portion of the Merger Consideration, except with respect to Expenses resulting from fraud, gross negligence, bad faith or willful misconduct of such Equityholder; and (b) with respect to any Expenses that are not reimbursed by any Equityholder as provided for herein, the Equityholders’ Representative shall be entitled to set off such Expenses against the Escrow Funds that would otherwise have been distributed to such Equityholder pursuant to the terms hereof.
Equityholders’ Representative. Each Stockholder confirms and agrees (i) to the irrevocable appointment of Canaan VII L.P. as agent, attorney-in-fact and Equityholders’ Representative for and on behalf of such Stockholder (in his, her or its capacity as an Equityholder under the Merger Agreement) with all of the powers and authority contemplated by Section 10.1 of the Merger Agreement, (ii) that the Equityholders’ Representative shall have full power of substitution, to act in the name, place and stead of such Stockholder with respect to the Escrow Agreement and Section 2.7, Article III, Article IX and Article X of the Merger Agreement and the taking by the Equityholders’ Representative of any and all actions as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations under the Merger Agreement and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under the Merger Agreement and the Escrow Agreement and (iii) that the terms and conditions of Section 10.1 of the Merger Agreement shall be and are binding on such Stockholder as fully as if such Stockholder were an original signatory to the Merger Agreement as an Equityholder thereunder. Each Stockholder agrees that service of process on the Equityholders’ Representative in accordance with the Merger Agreement shall constitute service of process on such Stockholder.
Equityholders’ Representative. The Holder shall (i) disburse any payments made to it under this Note to the Equityholders in accordance with Section 2.6(e) of the Merger Agreement and (ii) have authority on behalf of the Equityholders, to contest or settle any Pending Claim, and any agreement between Maker and the Holder with respect to any Pending Claim shall be binding on the Equityholders.
Equityholders’ Representative
