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) At the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Equityholders’ Representative. The Equityholders’ Representative shall be the representative, agent and attorney-in-fact for and on behalf of the Selling Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to: (i) execute, as the Equityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or necessary in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement provid...
Equityholders’ Representative. (i) Each Equityholder hereby authorizes, directs and appoints (and each other holder of Company Capital Stock pursuant to the terms of such Stockholder’s Transmittal Letter and the Joinder Agreement and each other Optionholder pursuant to the terms of such Optionholder’s Option Cancellation Agreement shall authorize direct and appoint) Actua USA Corporation to act as sole and exclusive agent, attorney-in-fact and representative of the Equityholders (the “Equityholders’ Representative”) and authorizes and directs the Equityholders’ Representative to (A) take any and all actions (including executing and delivering any documents, incurring any costs and expenses on behalf of the Equityholders and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Equityholders, (B) exercise such other rights, power and authority, as are authorized, delegated and granted to the Equityholders’ Representative pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement, any Transmittal Letter or any Option Cancellation Agreement, and (C) exercise such rights, power and authority as are incidental to the foregoing. Notwithstanding the foregoing, the Equityholders’ Representative shall have no obligation to act on behalf of the Equityholders, except as provided herein, in the Escrow Agreement, in the Paying Agent Agreement and the documents contemplated hereby and thereby. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Equityholders’ Representative consistent therewith, shall be absolutely and irrevocably binding on each Equityholder, and such Equityholder’s successors, as if such holder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such holder’s capacity and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders’ Representative taken in good faith under this Agreement or the Escrow Agreement are waived. The powers, immunities and rights to indemnification granted to the Equityholders’ Representative Group (as defined below) hereunder (x) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Equityholder and shall be binding on any successor thereto and (y) shall survive the delivery of an assignment by any Equityholder of the whole or any frac...
Equityholders’ Representative. (a) By the execution and delivery of this Agreement, including counterparts hereof, each Seller hereby irrevocably constitutes and appoints Xxxx XxXxxxxx as the true and lawful agent and attorney-in-fact (the “Equityholders’ Representative”) of such Seller with full powers of substitution to act in the name, place and stead of such Seller with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Escrow Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on such Seller’s behalf, as the Equityholders’ Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Escrow Agreement, including:
Equityholders’ Representative. (a) By the execution and delivery of this Agreement, each Equityholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxxxxxx as his or her true and lawful agent and attorney-in-fact (the “Equityholders’ Representative”), with full power of substitution to act in such Equityholder’s name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to act on such Equityholder’s behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Equityholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power:
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 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. (a) By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Equityholder shall be deemed to have approved Shareholder Representative Services LLC as the agent, representative, proxy and attorney-in-fact for each of the Equityholders to act as Equityholders' Representative as of Closing for all purposes in connection with this Agreement and any agreements ancillary hereto.
Equityholders’ Representative. (a) In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the Indemnifying Equityholders may be required to indemnify Zipcar and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement and in consideration of the receipt of the Merger Shares, hereby designate Alps as the representative of the Indemnifying Equityholders’ (the “Equityholders’ Representative”).
Equityholders’ Representative. (a) Each of the Equityholders hereby constitutes and irrevocably appoints, effective from and after the date hereof, Xxxx X. XxXxxxx as such Equityholder’s agent and attorney-in-fact (in such capacity, the “Equityholders’ Representative”), with full power of substitution to act as Equityholders’ Representative on behalf of the Equityholders to the extent and in the manner set forth in this Agreement. In the event of the resignation of the Equityholders’ Representative, a successor Equityholders’ Representative reasonably satisfactory to Buyer shall thereafter be appointed by an instrument in writing signed by Buyer, each of the Equityholders and such successor Equityholders’ Representative.
