Common use of Equityholders’ Representative; Power of Attorney Clause in Contracts

Equityholders’ Representative; Power of Attorney. (a) The Company hereby initially appoints Sphere as the Equityholders Representative, as the true and lawful agent and attorney-in-fact of the Equityholders to take any action (or refrain from taking any action) on behalf of the Equityholders that is contemplated to be taken by the Equityholders Representative in that capacity by this Agreement, including to (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) relating to this Agreement or the Promissory Note, or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Promissory Note expressly contemplates that any such notice or communication shall be given or received by the Equityholders individually); (ii) object to any claims pursuant to Section 9.4 or Section 9.5; (iii) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (iv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party relating to this Agreement, the Promissory Note or the transactions contemplated hereby or thereby; (v) amend this Agreement or the Promissory Note to reduce the principal amount of the Promissory Note as contemplated by this Agreement); and (vi) take all actions necessary or appropriate in the judgment of the Equityholders Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Sphere hereby accepts such appointment and agrees to act in such capacity. The Person serving as the Equityholders Representative may be replaced at any time by the Equityholders who held a majority of the shares of voting Common Stock immediately prior to the Effective Time. No bond shall be required of the Equityholders Representative, and the Equityholders Representative shall receive no compensation for its services. (b) The Equityholders Representative shall not be liable to any Person for any act done or omitted hereunder as the Equityholders Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Equityholders Representative shall be reimbursed from the Equityholders Representative Holdback Amount for any reasonable expenses (including the reasonable fees of counsel) incurred in the performance of the Equityholders Representative’s duties hereunder. Notwithstanding anything to the contrary in this Agreement, if the Equityholders Representative reasonably believes that payments for which it is to be reimbursed from the Representative Holdback Amount pursuant to this Section 12.1(b) or payments in respect of indemnification obligations set forth in Section 9.2(a) are likely to be made in the future, then the Equityholders Representative may withhold the estimated amount of such future payments from any amounts otherwise required to be distributed to the Equityholders under this Agreement. (c) Each Stockholder Party agrees that Parent shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, Sphere purporting to act as Equityholders Representative under or pursuant to this Agreement or in connection with any of the transactions contemplated by this Agreement has been authorized by the Equityholders to be taken, omitted to be taken or executed on such Equityholders’ behalf so that such Equityholders will be legally bound thereby, and each Stockholder Party agrees not to institute any claim, lawsuit, arbitration or other proceeding against Parent alleging that Sphere did not have the authority to act as the Equityholders Representative on behalf of the Equityholders in connection with any such action, omission or execution. No modification or revocation of the power of attorney granted by the Stockholder Parties to Sphere to serve as the Equityholders Representative shall be effective as against Parent until Parent has received a document signed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time effecting said modification or revocation. (d) The Equityholders Representative may resign at any time by giving thirty (30) days’ written notice to Parent and the Stockholders; provided, however, that such resignation shall not be effective unless and until a successor stockholders’ representative has been appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time and such successor accepts such position and the terms hereof. (e) If the Equityholders Representative is a natural Person and dies or is otherwise unable to perform his or her obligations under this Agreement or, if the Equityholders Representative is not a natural Person and becomes bankrupt, insolvent or ceases to exist, then a successor to the Equityholders Representative shall be appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time.

Equityholders’ Representative; Power of Attorney. (a) The At the Effective Time, and without further act of the Company, any Company hereby initially appoints Sphere Stockholder or any Company Optionholder, the Equityholders’ Representative shall be appointed as the Equityholders Representative, as the true and lawful agent and attorney-in-fact of the Equityholders to take any action (or refrain from taking any action) for each Company Stockholder and Company Optionholder, for and on behalf of the Equityholders that is contemplated each Company Stockholder and Company Optionholder, to be taken by the Equityholders Representative in that capacity by this Agreement, including to (i) give and receive notices and communications and to or from Parent (take any and all action on behalf of itself or any other Indemnified Party) relating to this Agreement or the Promissory Note, or any of the transactions each Company Stockholder and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Promissory Note expressly contemplates that any such notice or communication shall be given or received by the Equityholders individually); (ii) object to any claims Company Optionholder pursuant to Section 9.4 or Section 9.5; (iii) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (iv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party relating to this Agreement, including in connection with the Promissory Note or Purchase Price Escrow Account, the transactions contemplated hereby or thereby; (v) amend this Agreement or Equityholders’ Representative Account, and the Promissory Note to reduce the principal amount post-Closing determination of the Promissory Note as contemplated by Final Merger Consideration in connection with this Agreement); , releases (if any) to the Company Stockholders and (vi) take all actions necessary or appropriate in Company Optionholders from the judgment of Purchase Price Escrow Account, and the Equityholders Equityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Sphere hereby accepts such appointment and agrees to act in such capacityAccount. The Person serving acting as the Equityholders Equityholders’ Representative may be replaced at any changed from time to time by approval of the Equityholders who held holders of a majority of the shares of voting Company Common Stock that were issued and outstanding as of immediately prior to the Effective Time upon not less than fifteen (15) Business Days’ prior written notice to Parent and the current Equityholders’ Representative in accordance with Section 10.6. Any vacancy in the position of Equityholders’ Representative may be filled by approval of the holders of a majority of the shares of Company Common Stock that were issued and outstanding as of immediately prior to the Effective Time. No bond shall be required of the Equityholders Equityholders’ Representative, and the Equityholders Equityholders’ Representative shall not receive no compensation for its services; provided, that the Equityholders’ Representative shall be entitled to reimbursements of expenses pursuant to Section 3.11. Subject to Section 10.6, notices to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Company Optionholders. (b) The Equityholders None of the Equityholders’ Representative or any of its Affiliates or Representatives shall not be liable to any Person for any act done or omitted hereunder as the Equityholders Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Equityholders Representative shall be reimbursed from the Equityholders Representative Holdback Amount for any reasonable expenses (including the reasonable fees of counsel) incurred in the performance of the Equityholders Representative’s duties hereunder. Notwithstanding anything to the contrary in this Agreement, if the Equityholders Representative reasonably believes that payments for which it is to be reimbursed from the Representative Holdback Amount pursuant to this Section 12.1(b) or payments in respect of indemnification obligations set forth in Section 9.2(a) are likely to be made in the future, then the Equityholders Representative may withhold the estimated amount of such future payments from any amounts otherwise required to be distributed to the Equityholders under this Agreement. (c) Each Stockholder Party agrees that Parent shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, Sphere purporting to act as Equityholders Representative under or pursuant to this Agreement or in connection with any of the transactions contemplated by this Agreement has been authorized by the Equityholders to be taken, omitted to be taken or executed on such Equityholders’ behalf so that such Equityholders will Representative except for its own Willful Breach as may be legally bound therebydetermined by a final, and each Stockholder Party agrees not to institute any claim, lawsuit, arbitration or other proceeding against Parent alleging that Sphere did not have the authority to act as the Equityholders Representative on behalf non-appealable order of the Equityholders in connection with any such action, omission or execution. No modification or revocation a court of the power of attorney granted by the Stockholder Parties to Sphere to serve as the Equityholders Representative shall be effective as against Parent until Parent has received a document signed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time effecting said modification or revocationcompetent jurisdiction. (d) The Equityholders Representative may resign at any time by giving thirty (30) days’ written notice to Parent and the Stockholders; provided, however, that such resignation shall not be effective unless and until a successor stockholders’ representative has been appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time and such successor accepts such position and the terms hereof. (e) If the Equityholders Representative is a natural Person and dies or is otherwise unable to perform his or her obligations under this Agreement or, if the Equityholders Representative is not a natural Person and becomes bankrupt, insolvent or ceases to exist, then a successor to the Equityholders Representative shall be appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time.

Equityholders’ Representative; Power of Attorney. (a) The At the Effective Time, and without further act of any Company hereby initially appoints Sphere Common Stockholder, Company RSU Holder or Company Optionholder, the Equityholders’ Representative shall be irrevocably appointed as the Equityholders Representative, as the true and lawful agent and attorney-in-fact of the Equityholders to take any action (or refrain from taking any action) for each Company Common Stockholder, Company RSU Holder and Company Optionholder, for and on behalf of the Equityholders that is contemplated each Company Common Stockholder, Company RSU Holder and Company Optionholder, to be taken by the Equityholders Representative in that capacity by this Agreement, including to (i) give and receive notices and communications and to or from Parent (take any and all action on behalf of itself or any other Indemnified Party) relating each Company Common Stockholder, Company RSU Holder and Company Optionholder pursuant to this Agreement or and in connection with the Promissory NoteMerger Consideration Escrow Account and Holdback Amount, or including in connection with the post-Closing determination of the Final Merger Consideration in connection with this Agreement and releases from any of the transactions and other matters contemplated hereby Merger Consideration Escrow Account or thereby (except to the extent that Holdback Amount in connection with this Agreement and any actions or the Promissory Note expressly contemplates that any such notice or communication shall be given or received by the Equityholders individually); (ii) object to any claims pursuant to Section 9.4 or Section 9.5; (iii) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply disputes in connection with orders of courts and awards of arbitrators with respect to, such claims; (iv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party relating to this Agreement, the Promissory Note or the transactions contemplated hereby or thereby; (v) amend this Agreement or and the Promissory Note to reduce the principal amount of the Promissory Note as contemplated by this Merger Consideration Escrow Agreement); and (vi) take all actions necessary or appropriate in the judgment of the Equityholders Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Sphere hereby accepts such appointment and agrees to act in such capacity. The Person serving acting as the Equityholders Equityholders’ Representative may be replaced at any changed from time to time by approval of the Equityholders who held holders of a majority of the shares outstanding Company Common Stock immediately prior to the Effective Time upon not less than fifteen (15) calendar days’ prior written notice to Parent and the current Equityholders’ Representative. Any vacancy in the position of voting Equityholders’ Representative may be filled by approval of the holders of a majority of the outstanding Company Common Stock immediately prior to the Effective Time. No bond shall be required of the Equityholders Equityholders’ Representative, and the Equityholders Equityholders’ Representative shall not receive no compensation for its services. (b) The Equityholders ; provided, that the Equityholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Equityholders Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Equityholders Representative shall be reimbursed from the Equityholders Representative Holdback Amount for any reasonable expenses (including the reasonable fees of counsel) incurred in the performance of the Equityholders Representative’s duties hereunder. Notwithstanding anything to the contrary in this Agreement, if the Equityholders Representative reasonably believes that payments for which it is to be reimbursed from the Representative Holdback Amount pursuant to this Section 12.1(b) or payments in respect of indemnification obligations set forth in Section 9.2(a) are likely to be made in the future, then the Equityholders Representative may withhold the estimated amount of such future payments from any amounts otherwise required to be distributed to the Equityholders under this Agreement. (c) Each Stockholder Party agrees that Parent shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, Sphere purporting to act as Equityholders Representative under or reimbursements of expenses pursuant to this Agreement Section 3.10. Notices or in connection with any of communications to or from the transactions contemplated by this Agreement has been authorized by the Equityholders to be taken, omitted to be taken or executed on such Equityholders’ behalf so that such Equityholders will be legally bound thereby, and each Stockholder Party agrees not to institute any claim, lawsuit, arbitration or other proceeding against Parent alleging that Sphere did not have the authority to act as the Equityholders Representative on behalf of the Equityholders in connection with any such action, omission or execution. No modification or revocation of the power of attorney granted by the Stockholder Parties to Sphere to serve as the Equityholders Representative shall be effective as against Parent until Parent has received a document signed by Stockholders holding Common Stock representing a majority of the voting power constitute notice to or from each of the Company immediately prior to the Effective Time effecting said modification or revocationCommon Stockholders, Company RSU Holders and Company Optionholders. (d) The Equityholders Representative may resign at any time by giving thirty (30) days’ written notice to Parent and the Stockholders; provided, however, that such resignation shall not be effective unless and until a successor stockholders’ representative has been appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time and such successor accepts such position and the terms hereof. (e) If the Equityholders Representative is a natural Person and dies or is otherwise unable to perform his or her obligations under this Agreement or, if the Equityholders Representative is not a natural Person and becomes bankrupt, insolvent or ceases to exist, then a successor to the Equityholders Representative shall be appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time.

Equityholders’ Representative; Power of Attorney. (a) The At the Effective Time, and without further act of the Seller, any Unitholder or Company hereby initially appoints Sphere Optionholder, the Equityholders’ Representative shall be appointed as the Equityholders Representative, as the true and lawful agent and attorney-in-fact of for the Equityholders to take any action (or refrain from taking any action) Seller, each Unitholder and Company Optionholder, for and on behalf of the Equityholders that is contemplated Seller, each Unitholder and Company Optionholder, to be taken by the Equityholders Representative in that capacity by this Agreement, including to (i) give and receive notices and communications and to or from Parent (take any and all action on behalf of itself or any other Indemnified Party) relating the Seller, each Unitholder and Company Optionholder pursuant to this Agreement or and in connection with the Promissory NoteConsideration Escrow Amount and Holdback Amount, or including in connection with the post-Closing determination of the Final Consideration in connection with this Agreement and releases of any of the transactions and other matters contemplated hereby Consideration Escrow Amount or thereby (except to the extent that Holdback Amount in connection with this Agreement and any actions or the Promissory Note expressly contemplates that any such notice or communication shall be given or received by the Equityholders individually); (ii) object to any claims pursuant to Section 9.4 or Section 9.5; (iii) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply disputes in connection with orders of courts and awards of arbitrators with respect to, such claims; (iv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party relating to this Agreement, the Promissory Note or the transactions contemplated hereby or thereby; (v) amend this Agreement or and the Promissory Note to reduce the principal amount of the Promissory Note as contemplated by this Escrow Agreement); and (vi) take all actions necessary or appropriate in the judgment of the Equityholders Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Sphere hereby accepts such appointment and agrees to act in such capacity. The Person serving acting as the Equityholders Equityholders’ Representative may be replaced at any changed from time to time by approval of the Equityholders who held holders of a majority of the shares outstanding Units immediately prior to the Effective Time upon not less than fifteen (15) calendar days’ prior written notice to Buyer and the current Equityholders’ Representative. Any vacancy in the position of voting Common Stock Equityholders’ Representative may be filled by approval of the holders of a majority of the outstanding Units immediately prior to the Effective Time. Notwithstanding the foregoing, the approval of S-Corp and Buyer Corp shall also be required in connection with the appointment of an Equityholders’ Representative which is not an Affiliate of Silver Lake Group, L.L.C. No bond shall be required of the Equityholders Equityholders’ Representative, and the Equityholders Equityholders’ Representative shall not receive no compensation for its services. (b) The Equityholders ; provided that the Equityholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Equityholders Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Equityholders Representative shall be reimbursed from the Equityholders Representative Holdback Amount for any reasonable expenses (including the reasonable fees of counsel) incurred in the performance of the Equityholders Representative’s duties hereunder. Notwithstanding anything to the contrary in this Agreement, if the Equityholders Representative reasonably believes that payments for which it is to be reimbursed from the Representative Holdback Amount pursuant to this Section 12.1(b) or payments in respect of indemnification obligations set forth in Section 9.2(a) are likely to be made in the future, then the Equityholders Representative may withhold the estimated amount of such future payments from any amounts otherwise required to be distributed to the Equityholders under this Agreement. (c) Each Stockholder Party agrees that Parent shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, Sphere purporting to act as Equityholders Representative under or reimbursements of expenses pursuant to this Agreement Section 3.9. Notices or in connection with any communications to or from the Equityholders’ Representative shall constitute notice to or from the Seller, each of the transactions contemplated by this Agreement has been authorized by the Equityholders to be taken, omitted to be taken or executed on such Equityholders’ behalf so that such Equityholders will be legally bound thereby, Unitholders and each Stockholder Party agrees not to institute any claim, lawsuit, arbitration or other proceeding against Parent alleging that Sphere did not have the authority to act as the Equityholders Representative on behalf of the Equityholders in connection with any such action, omission or execution. No modification or revocation of the power of attorney granted by the Stockholder Parties to Sphere to serve as the Equityholders Representative shall be effective as against Parent until Parent has received a document signed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time effecting said modification or revocationOptionholders. (d) The Equityholders Representative may resign at any time by giving thirty (30) days’ written notice to Parent and the Stockholders; provided, however, that such resignation shall not be effective unless and until a successor stockholders’ representative has been appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time and such successor accepts such position and the terms hereof. (e) If the Equityholders Representative is a natural Person and dies or is otherwise unable to perform his or her obligations under this Agreement or, if the Equityholders Representative is not a natural Person and becomes bankrupt, insolvent or ceases to exist, then a successor to the Equityholders Representative shall be appointed by Stockholders holding Common Stock representing a majority of the voting power of the Company immediately prior to the Effective Time.