Common use of Holders Representative Clause in Contracts

Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Holders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holder.

Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, The Shareholders hereby appoint Xxxxx Xxxxxxx as the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement Agreement, and will take such actions Holders’ Representative hereby accepts the appointment as the Holders’ Representative. Parent shall be entitled to be taken by deal exclusively with the Holders’ Representative under on all matters relating to this Agreement and the Escrow Agreement Agreement, and such other actions shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Holders’ Representative, and on any other action taken or purported to be taken on behalf of any Shareholder by the Holders’ Representative, as fully binding upon such Holders Shareholders. If the Holders’ Representative shall die, become disabled or otherwise be unable or unwilling to fulfill her responsibilities as it may deem necessary or appropriate agent of the Shareholders, then the Shareholders constituting the recipients of a majority in interest of the Parent Common Shares issued in connection with the Purchase and Sale shall, within twenty (20) days after such death, disability or to consummate resignation, appoint a successor agent and, promptly thereafter, shall notify Parent of the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf identity of such Holders with successor. If the successor is appointed as described herein, no notice to any Governmental Authority or other Person necessary to effect Shareholder shall be required. Any such successor shall become the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such “Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments ’ Representative” for purposes of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The If for any reason there is no Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available at any time, all references herein to the Holders’ Representative shall be deemed to keep refer to the Holders reasonably informed Shareholders who shall act by the consent or approval by Shareholders constituting a majority in interest of the Parent Common Shares issued in connection with respect the Purchase and Sale. If the successor is appointed as described herein, no notice to actions any other Indemnitor shall be required. The Shareholders shall jointly and severally indemnify the Holders’ Representative and hold the Holders’ Representative harmless against any loss, liability or expense incurred without recklessness, bad faith or intentional misconduct on the part of the Holders’ Representative pursuant and arising out of or in connection with the acceptance or administration of the Holders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Holders’ Representative. The Shareholders hereby agree to pay the authority granted costs and expenses of the Holders’ Representative under this Agreement which actions have a material impact on in connection with the amounts payable to acceptance and administration of the Holders’ Representative’s duties hereunder. Each Holder shall promptly provide written notice to Notwithstanding the foregoing sentence, as set forth in the Escrow Agreement, the Holders’ Representative shall be reimbursed for such reasonable costs and expenses by making claims against the Escrow Shares from time to time as such costs and expenses are incurred, provided that not more than fifty percent (50%) of any change of address of the Escrow Shares shall be subject to such Holderclaims.

Holders Representative. (a) Effective upon and For purposes of this Escrow Agreement, the Holders have, by virtue the execution of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant Escrow Agreement, consented to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any appointment of the Holders, the Holders’ ' Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes Holder, and, subject to the express limitations set forth below, the taking by the Holders' Representative of this Agreement any and all actions and the Escrow Agreement and will take such actions making of any decisions required or permitted to be taken by the Holders’ ' Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or therebyAgreement, including but not limited to the exercise of the power to: (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary authorize delivery to effect the consummation KHC of the transactions contemplated by this Agreement Escrow Shares, or the Escrow Agreementany portion thereof, (ii) agreeing agree to, negotiatingnegotiate, entering enter into settlements and compromises of, complying and demand arbitration and comply with orders of courts and awards of arbitrators with respect toto disputes under this Escrow Agreement, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments take all actions necessary in the judgment of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment Holders' Representative for the accomplishment of the foregoing or contemplated by and all of the terms other terms, conditions, and limitations of this Agreement or the Escrow Agreement. The Holders’ ' Representative hereby accepts such appointmentshall have unlimited authority and power to act on behalf of each Holder with respect to this Escrow Agreement (including without limitation the amendment of the terms hereof) and the disposition, settlement, or other handling of all claims, rights, or obligations arising under this Escrow Agreement so long as all Holders are treated in the same manner. The Holders shall be bound by all actions taken by the Holders' Representative in connection with this Escrow Agreement, and KHC and the Escrow Agent shall be entitled to rely on any action or decision of the Holders' Representative. In performing Holders' Representative's functions hereunder, the Holders' Representative shall not be liable to the Holders in the absence of gross negligence or willful misconduct. The Holders’ ' Representative shall use commercially reasonable efforts based on contact information available not be entitled to receive any compensation from KHC or out of the Escrow Shares in connection with this Escrow Agreement. The Holders will pay any out-of-pocket costs and expenses reasonably incurred by the Holders' Representative in connection with actions taken pursuant to the terms of this Escrow Agreement to the Holders’ ' Representative in proportion to keep their percentage interests in the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such HolderEscrow Shares.

Holders Representative. (a) Effective upon and by virtue 10.13.1. As an integral component of the vote terms and conditions of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, the Holders’ Representative shall be is hereby appointed irrevocably appointed, authorized and empowered as the representative of the Holders and their respective successors and assigns and as the attorney-in-fact fact, with full power of substitution and re-substitution, and exclusive agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will is empowered to take such actions contemplated to be taken by the Holders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with with, or to consummate consummate, the transactions contemplated hereby or therebyContemplated Transactions, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow AgreementContemplated Transactions, (ii) agreeing tomaking all determinations, negotiatingdecisions and judgments, making all filings, entering into settlements all Contracts, to prosecute, defend, settle or otherwise compromise all Actions and compromises ofclaims and to take all other actions, complying in each case on behalf of all or any subset of the Holders as required by or in connection with orders of courts this Agreement and the Escrow Agreement or the Contemplated Transactions, and providing any consents or waivers with respect toto any of the foregoing, (iii) taking any and all other actions on behalf of all or any subset of the Holders and their respective successors and assigns as the Holders’ Representative may from time to time deem necessary or desirable to resolve or settle claims, disagreements, disputes or Actions under or relating to this Agreement or any Escrow Agreement or otherwise administering relating to the Contemplated Transactions, (iv) to receive process on behalf of any or all of the Holders and handling their respective successors and assigns in any claim or Action in any way relating to this Agreement, the Escrow Agreement or the Contemplated Transactions and to file any proofs of debt, claims and petitions as the Holders’ Representative may deem necessary, appropriate or desirable in connection therewith and to file and prosecute appeals from any decision, judgment or award rendered in any such Action, (v) enforcing any rights or remedies of any of the Holders under this Agreement or in connection with the Escrow Agreement on behalf of such Holders, including indemnifications claimsContemplated Transactions, (iiivi) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (ivvii) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holder.

Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, The Share Recipients hereby appoint Xxxxx Xxxxxx as the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement Agreement, and will take such actions Holders’ Representative hereby accepts the appointment as the Holders’ Representative. Parent shall be entitled to be taken by deal exclusively with the Holders’ Representative under on all matters relating to this Agreement and the Escrow Agreement Agreement, and such other actions shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Share Recipient by the Holders’ Representative, and on any other action taken or purported to be taken on behalf of any Share Recipient by the Holders’ Representative, as fully binding upon such Holders Share Recipients. If the Holders’ Representative shall die, become disabled or otherwise be unable or unwilling to fulfill her responsibilities as it may deem necessary or appropriate agent of the Share Recipients, then the Share Recipients constituting the recipients of a majority in interest of the Parent Common Shares issued in connection with the Merger shall, within twenty (20) days after such death, disability or to consummate resignation, appoint a successor agent and, promptly thereafter, shall notify Parent of the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf identity of such Holders with successor. If the successor is appointed as described herein, no notice to any Governmental Authority or other Person necessary to effect Share Recipient shall be required. Any such successor shall become the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such “Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments ’ Representative” for purposes of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The If for any reason there is no Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available at any time, all references herein to the Holders’ Representative shall be deemed to keep refer to the Holders reasonably informed Share Recipients who shall act by the consent or approval by Share Recipients constituting a majority in interest of the Parent Common Shares issued in connection with respect the Merger. If the successor is appointed as described herein, no notice to actions any other Indemnitor shall be required. The Share Recipients shall jointly and severally indemnify the Holders’ Representative and hold the Holders’ Representative harmless against any loss, liability or expense incurred without recklessness, bad faith or intentional misconduct on the part of the Holders’ Representative pursuant and arising out of or in connection with the acceptance or administration of the Holders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Holders’ Representative. By virtue of their approval of this Agreement, the Share Recipients hereby agree to pay the authority granted costs and expenses of the Holders’ Representative under this Agreement which actions have a material impact on in connection with the amounts payable to acceptance and administration of the Holders’ Representative’s duties hereunder. Each Holder shall promptly provide written notice to Notwithstanding the foregoing sentence, as set forth in the Escrow Agreement the Holders’ Representative shall be reimbursed for such reasonable costs and expenses by making claims against the Escrow Shares from time to time as such costs and expenses are incurred, provided that not more than fifty percent (50%) of any change of address of the Escrow Shares shall be subject to such Holderclaims.

Holders Representative. (a) Effective Each Holder by executing this Note hereby constitutes and appoints Xxxxxx X. Xxxxxxxxxxx as Holders’ Representative, with full power and authority to act in the name of and for and on behalf of such Holder with respect to the receipt of payments due under this Note. Each Holder by executing this Note hereby constitutes and appoints Xxxxxx X. Xxxxxxxxxxx as Holders’ Representative, with full power and authority to act in the name of and for and on behalf of such Holder with respect to all other matters arising in connection with, or related to, this Note and the transactions contemplated hereby upon and by virtue written authorization with respect to any matter from Holders entitled to receive 51% of the vote total payments under the Note yet unpaid. Each Holder agrees that Issuer and its Affiliates shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by Holders’ Representative on behalf of the Stockholders approving and adopting this Agreement and the Merger (including pursuant Holders with respect to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in payments due under this Note and shall have no liability with respect of the Mergerthereto, and without none of Issuer or any further act of its Affiliates shall have any duty to inquire as to the acts and omissions of Holders’ Representative with respect to the receipt of payments due under this Note. Each Holder agrees that all deliveries by Issuer of any payment of the Holders, the principal and interest under this Note to Holders’ Representative shall be hereby appointed as deemed deliveries to the representative Holders; Issuer shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between Holders’ Representative and any Holder; and any disclosure made to Holders’ Representative by or on behalf of Issuer shall be deemed to be a disclosure made to each Holder. Each Holder agrees that any payment made by or on behalf of Issuer to Holders’ Representative on a Holder’s behalf shall be deemed a direct payment to a Holder, and no Holder shall have any recourse against Issuer or any of its Affiliates in the event that such payment is not delivered to such Holder by Holders’ Representative for any reason. All rights of the Holders shall be held and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken exercised by the Holders’ Representative under this Agreement and Issuer shall only be obligated to make payments to and to respond to notices, demands and inquiries from the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate Holders’ Representative. In the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect event the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The refuses to, or is no longer capable of, serving as Holders’ Representative hereunder, or if a majority of the Holders on the basis of the principal due all Holders under this Note notify Issuer that Xxxxxx X. Xxxxxxxxxxx has been replaced, the Holders shall promptly appoint a successor Holders’ Representative and shall thereafter be a successor Holders’ Representative hereunder, and Holders’ Representative shall use commercially reasonable efforts based on contact information available serve until such successor is duly appointed and qualified to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holderact hereunder.

Holders Representative. (a) Effective upon and by virtue The Holders hereby approve the designation of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant Summit Ventures VI-A, L.P. to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, as the Holders’ Representative shall be hereby appointed as the representative of the Holders and Representative, as the attorney-in-fact and agent for and on behalf of each Holder and its respective heirs, successors and assigns with full power in each Holder’s name and on such Holder for purposes Holder’s behalf to act according to the terms of this Agreement in the absolute discretion of the Holders’ Representative, including with respect to the delivery of the cash payments to be made to the Holders pursuant to this Agreement, asserting or defending claims for indemnification under Article 8 and the Escrow Agreement taking by the Holders’ Representative of any and will take such all actions and the making of any decisions required or permitted to be taken by the Holders’ Representative or the Holders under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or therebyAgreement, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation exercise of the transactions contemplated power to: (a) authorize the release or delivery to Parent of all or any portion of the Indemnity Escrow Amount in satisfaction of indemnification claims by this Agreement Parent or the Escrow Agreement, any other Parent Indemnified Party pursuant to Article 8; (iib) agreeing agree to, negotiatingnegotiate, entering enter into settlements and compromises of, complying and comply with orders of courts with respect to, and otherwise administering and handling such indemnification claims; (c) litigate, arbitrate, resolve, settle or compromise any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) claim for indemnification made pursuant to Article 8; and (ivd) taking take all other actions that are either necessary or appropriate in its the judgment of the Holders’ Representative for the accomplishment of the foregoing foregoing. These powers of attorney granted under this Section 12.13, and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Holder, by operation of law, whether by such person’s death, disability, protective supervision or contemplated any other event. Without limiting the foregoing, these powers of attorney are to ensure the performance of a special obligation and, accordingly, by approval of the terms Merger, each Holder shall, to the fullest extent permitted by law, be deemed to have waived and renounced its, his or her right to renounce this power of this Agreement attorney unilaterally. By approval of the Merger, each Holder shall, to the fullest extent permitted by law, be deemed to have waived any and all defenses that may be available to contest, negate or disaffirm the Escrow Agreement. The action of the Holders’ Representative hereby accepts such appointmenttaken in good faith. The Holders’ Representative shall use commercially reasonable efforts based have authority and power to act on contact information available behalf of the Holders with respect to the disposition, settlement or other handling of all claims under Article 8 and all rights or obligations arising under Article 8, including all rights to the Indemnity Escrow Amount. The Holders shall, to the fullest extent permitted by law, be bound by all actions taken and documents executed by the Holders’ Representative in connection with Article 8, and Parent shall be entitled to keep rely on any action or decision of the Holders’ Representative. In performing the functions specified in this Agreement, the Holders’ Representative may act upon any instrument or other writing believed by the Holders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not, to the fullest extent permitted by Law, be liable to any Holders reasonably informed in connection with respect to actions the performance by it of its duties in the absence of reckless or willful misconduct on the part of the Holders’ Representative pursuant as to the authority interests of the Holders. Notwithstanding the power of attorney granted in this Section 12.13, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Holder (instead of the Holders’ Representative under this Agreement which actions have a material impact on Representative) having signed or given the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holdersame directly.