Common use of Holder Representative Clause in Contracts

Holder Representative. (a) By virtue of the approval of the Merger by the Stockholders, the Equityholders hereby appoint, authorize and empower Xxxxxx Xxxxx (the “Holder Representative”) to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Equityholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of the Equityholders at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and this Article VIII. By executing this Agreement, the Holder Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Holder Representative shall have the power to take any of the following actions on behalf of such Equityholders: (i) to give and receive notices, communications and consents under this Article VIII; (ii) to receive and distribute payments pursuant to this Article VIII; (iii) to waive any provision of this Article VIII; (iv) to investigate, defend, contest or litigate any claim or action (including Third-Party Claims) initiated by any Person against the Holder Representative or any Equityholders; (v) to receive process on behalf of any or all Equityholders in any such claim or action; (vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article VIII; (vii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Article VIII and the transactions contemplated by this Article VIII; (viii) to consent to a waiver of a provision of this Agreement in accordance with Section 9.4; (ix) to make any decisions with respect to the determination of the Regulatory Net Capital, Net Debt, Transaction Expenses and Accounting Principles; and (x) to engage, obtain the advice, incur and pay expenses of legal counsel, accountants and other professional advisors as the Holder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties and to rely on their advice and counsel.

Holder Representative. (a) By virtue consenting to this Agreement, executing a Letter of Transmittal or Warrant Cancelation Agreement, or accepting any consideration as contemplated by Article 2, each Pre-Closing Holder appoints, authorizes and empowers Xxx Xxxxxxx to act as a representative for the benefit of the approval of Pre-Closing Holders, as the Merger by the Stockholders, the Equityholders hereby appoint, authorize sole and empower Xxxxxx Xxxxx (the “Holder Representative”) to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Equityholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each Pre-Closing Holder for purposes of Section 2.6 and Section 8.20 under this Agreement and the Equityholders at any time, in connection with, and that may be necessary or appropriate to accomplish Ancillary Documents following the intent and implement the provisions of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and this Article VIII. By executing this Agreement, the Holder Representative accepts such appointment, authority and powerClosing. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to take any of the following and all actions on behalf of such Equityholdersthe Pre-Closing Holders that is necessary, appropriate or desirable to carry out all of the duties, responsibilities and obligations of the Holder Representative under this Agreement and the Ancillary Documents, including the power and authority to: (i) interpret the terms and provisions of this Agreement and the documents to give be executed and receive notices, communications and consents under this Article VIIIdelivered in connection therewith; (ii) execute and deliver, and receive deliveries of, all agreements, certificates, statements, notices, approvals, extension, waivers, undertakings, and other documents required or permitted to receive be given in connection with Section 2.6 and distribute payments pursuant to Section 8.20 of this Article VIII; Agreement, (iii) receive service of process in connection with any claims made pursuant to waive any provision and Section 8.20 of this Article VIIIAgreement; (iv) make any calculations and determinations and settle any matters on behalf of all Pre-Closing Holders in connection with Section 2.6 or Section 8.20 of this Agreement, and in connection therewith issue notices and instructions to investigate, defend, contest or litigate any claim or action (including Third-Party Claims) initiated by any Person against the Holder Representative or any EquityholdersExchange Agent in accordance with the terms of the applicable Ancillary Documents; (v) to receive process assert or pursue on behalf of the Pre-Closing Holders any Proceeding or all Equityholders investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations pursuant to Section 2.6 or Section 8.20 of this Agreement, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (C) file and prosecute appeals from any decision, judgment or award rendered in any such claim Proceeding or actioninvestigation; and (vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article VIII; (vii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holder Representative, in its his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Article VIII and the transactions contemplated by this Article VIII; (viii) to consent to a waiver of a provision Section 2.6 or Section 8.20 of this Agreement and all Ancillary Documents to which Holder Representative is party (including, for the avoidance of doubt, in connection with Article 2). Xxx Xxxxxxx hereby (i) accepts his appointment as the Holder Representative and authorization to act as attorney-in-fact and agent on behalf of each Pre-Closing Holder in accordance with the terms of this Section 9.4; (ix) to make any decisions with respect to the determination of the Regulatory Net Capital8.18, Net Debt, Transaction Expenses and Accounting Principles; and (xii) agrees to engage, obtain the advice, incur perform his obligations hereunder and pay expenses of legal counsel, accountants thereunder and other professional advisors as the Holder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties and to rely on their advice and counselotherwise comply with this Section 8.18.

Holder Representative. (a) Notwithstanding anything herein to the contrary, the Company shall use commercially reasonable efforts to appoint a Holder Representative prior to the Closing, on customary terms and conditions and enter into any Contract with such Holder Representative on customary terms and conditions. By virtue consenting to this Agreement, executing a Letter of Transmittal or accepting any consideration as contemplated by Article 2, each Pre-Closing Holder appoints, authorizes and empowers the Holder Representative to act as a representative for the benefit of the approval of Pre-Closing Holders, as the Merger by the Stockholders, the Equityholders hereby appoint, authorize sole and empower Xxxxxx Xxxxx (the “Holder Representative”) to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Equityholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each Pre-Closing Holder for purposes of Section 2.6 under this Agreement and the Equityholders at any time, in connection with, and that may be necessary or appropriate to accomplish Ancillary Documents following the intent and implement the provisions of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and this Article VIII. By executing this Agreement, the Holder Representative accepts such appointment, authority and powerClosing. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to take any of the following and all actions on behalf of such Equityholdersthe Pre-Closing Holders that is necessary, appropriate or desirable to carry out all of the duties, responsibilities and obligations of the Holder Representative under this Agreement and the Ancillary Documents, including the power and authority to: (i) interpret the terms and provisions of this Agreement and the documents to give be executed and receive notices, communications and consents under this Article VIIIdelivered in connection herewith; (ii) execute and deliver, and receive deliveries of, all agreements, certificates, statements, notices, approvals, extension, waivers, undertakings, and other documents required or permitted to receive and distribute payments pursuant to be given in connection with Section 2.6 of this Article VIII; Agreement, (iii) receive service of process in connection with any claims made pursuant to waive any provision Section 2.6 of this Article VIIIAgreement; (iv) make any calculations and determinations and settle any matters on behalf of all Pre-Closing Holders in connection with Section 2.6 of this Agreement, and in connection therewith issue notices and instructions to investigate, defend, contest or litigate any claim or action (including Third-Party Claims) initiated by any Person against the Holder Representative or any EquityholdersExchange Agent in accordance with the terms of the applicable Ancillary Documents; (v) to receive process assert or pursue on behalf of the Pre-Closing Holders any Proceeding or all Equityholders investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations pursuant to Section 2.6 of this Agreement, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (C) file and prosecute appeals from any decision, judgment or award rendered in any such claim Proceeding or actioninvestigation; and (vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article VIII; (vii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Article VIII and the transactions contemplated by this Article VIII; (viii) to consent to a waiver of a provision Section 2.6 of this Agreement in accordance with Section 9.4; and all Ancillary Documents to which Holder Representative is party (ix) to make any decisions with respect to including, for the determination avoidance of the Regulatory Net Capital, Net Debt, Transaction Expenses and Accounting Principles; and (x) to engage, obtain the advice, incur and pay expenses of legal counsel, accountants and other professional advisors as the Holder Representativedoubt, in his sole discretion, deems necessary or advisable in the performance of his duties and to rely on their advice and counselconnection with Article 2).

Holder Representative. (a) By virtue consenting to this Agreement, executing a Letter of Transmittal, or accepting any consideration as contemplated by ‎Article 2, each Pre-Closing Holder irrevocably appoints, authorizes and empowers Xxxxxxx Xxxxx to act as a representative for the benefit of the approval of Pre-Closing Holders, as the Merger by the Stockholders, the Equityholders hereby appoint, authorize sole and empower Xxxxxx Xxxxx (the “Holder Representative”) to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Equityholders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of the Equityholders at any timeeach Pre-Closing Holder, in connection with, and that may be necessary or appropriate to accomplish facilitate the intent and implement consummation of, the provisions of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and this Article VIII. By executing transactions contemplated by this Agreement, the Holder Representative accepts such appointmentincluding pursuant to any Ancillary Documents, authority and power. Without limiting the generality of the foregoing, the Holder Representative which shall have include (without limitation) the power to take any of the following actions on behalf of such Equityholdersand authority to: (i) to give execute and deliver, and receive noticesdeliveries of, communications this Agreement and consents under this Article VIIIany Ancillary Documents (with such modifications or changes herein or therein as to which the Holder Representative, in its sole and absolute discretion, shall have consented); (ii) interpret the terms and provisions of this Agreement and the documents to receive be executed and distribute payments pursuant to this Article VIIIdelivered in connection therewith; (iii) to waive execute and deliver, and receive deliveries of, execute and deliver such amendments, modifications, waivers and consents in connection with this Agreement, any provision Ancillary Document or the consummation of this Article VIIIthe transactions contemplated hereby or thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable; (iv) to investigate, defend, contest or litigate any claim or action (including Third-Party Claims) initiated by any Person against the Holder Representative or any Equityholdersreceive service of process; (v) to receive process make any calculations and determinations and settle any matters on behalf of any all Pre-Closing Holders (including in connection with ‎Section 2.6 or all Equityholders in any such claim or action‎Section 8.20 of this Agreement); (vi) issue notices and instructions to negotiate, enter into settlements and compromises of, resolve and comply the Exchange Agent in accordance with orders the terms of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article VIIIthe applicable Ancillary Documents; (vii) assert or pursue on behalf of the Pre-Closing Holders any Proceeding or investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (C) file and prosecute appeals from any decision, judgment or award rendered in any such Proceeding or investigation; and (viii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holder Representative, in its his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Article VIII and the transactions contemplated by this Article VIII; Agreement and all Ancillary Documents on behalf of the Pre-Closing Holders (viii) to consent to a waiver of a provision of this Agreement but, in accordance with Section 9.4; (ix) to make any decisions with respect each case, subject to the determination of the Regulatory Net Capital, Net Debt, Transaction Expenses terms and Accounting Principles; conditions hereunder and (x) to engage, obtain the advice, incur and pay expenses of legal counsel, accountants and other professional advisors as the Holder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties and to rely on their advice and counselthereunder).