Common use of Powers of the Stockholder Representative Clause in Contracts

Powers of the Stockholder Representative. (i) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative pursuant to this Agreement, which shall include: (A) The power to execute any agreement or instrument in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholders; (B) The power to give or receive any notice or instruction permitted or required under this Agreement or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Selling Stockholder, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party individually, as applicable), and to take any and all action for and on behalf of the Selling Stockholders, and each of them, under this Agreement or any other such agreement, document or instrument; (C) The power to contest, negotiate, defend, compromise or settle any Indemnification Claims for which an Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying Parties, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, 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 such Indemnification Claims, resolve any Indemnification Claims, take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Stockholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (D) The power to consult with legal counsel, independent public accountants and other experts selected by him, solely at the cost and expense of the Indemnifying Parties; (E) The power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling Stockholders, as contemplated thereunder; (F) The power to waive or amend any terms and conditions of this Agreement providing rights or benefits to the Selling Stockholders (other than the payment of the purchase price in accordance with the terms hereof and in the manner provided herein); and (G) The power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling Stockholders.

Powers of the Stockholder Representative. (ia) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative him, her or it pursuant to this Agreement and the Escrow Agreement, which shall includeincluding: (Ai) The power to execute as Stockholder Representative the Escrow Agreement and any other agreement or instrument entered into or delivered in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdershereby; (Bii) The power to give or receive any notice or instruction permitted or required under this Agreement or the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by the Stockholder Representative or any Selling Indemnifying Stockholder, and each of them (other than notice for service of process relating to any action Action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party Stockholder individually, as applicable), and to take any and all action for and on behalf of the Selling Indemnifying Stockholders, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument; (Ciii) The power (subject to the provisions of Section 17.2 hereof) to (A) contest, negotiate, defend, compromise or settle any Indemnification Claims Actions for which an a Parent Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying PartiesStockholders, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, (B) 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 such Indemnification Parent Claims, (C) resolve any Indemnification Parent Claims, (D) take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and (E) take or forego any or all actions permitted or required of any Selling Indemnifying Stockholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; (Div) The power to consult with with, engage and rely on legal counsel, independent public accountants and other experts selected by him, her or it, solely at the cost and expense of the Indemnifying PartiesStockholders; (Ev) The power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling Indemnifying Stockholders, as contemplated thereunder; (Fvi) The power to waive or amend any terms and conditions of this Agreement or the Escrow Agreement providing rights or benefits to the Selling Indemnifying Stockholders (other than the payment of the purchase price consideration payable to such Indemnifying Stockholders pursuant to SECTION 3 of this Agreement) in accordance with the terms hereof and in the manner provided herein); and (Gvii) The power to take any actions on behalf of the Indemnifying Stockholders in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling Indemnifying Stockholders. (b) The Stockholder Representative represents and warrants to Parent and Merger Sub that: (i) The Stockholder Representative has all necessary power and authority to execute and deliver this Agreement and the Escrow Agreement and to carry out his, her or its obligations hereunder and thereunder; (ii) This Agreement has been duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Company, constitutes the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to Bankruptcy and Equity Exceptions; and (iii) At or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of the Escrow Agreement by Parent and the Escrow Agent, constitutes the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to Bankruptcy and Equity Exceptions.

Powers of the Stockholder Representative. (ia) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative him, her or it pursuant to this Agreement and the Escrow Agreement, which shall includeincluding: (Ai) The power to execute as Stockholder Representative the Escrow Agreement and any other agreement or instrument entered into or delivered in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdershereby; (Bii) The power to give or receive any notice or instruction permitted or required under this Agreement or the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by the Stockholder Representative or any Selling StockholderCompany Securityholder, and each of them (other than notice for service of process relating to any action Action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party Company Securityholder individually, as applicable), and to take any and all action for and on behalf of the Selling StockholdersCompany Securityholders, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument; (Ciii) The power (subject to the provisions of Section 16.2 hereof) to (A) contest, negotiate, defend, compromise or settle any Indemnification Claims Actions for which an a Parent Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying PartiesCompany Securityholders, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, (B) 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 such Indemnification Parent Claims, (C) resolve any Indemnification Parent Claims, (D) take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and (E) take or forego any or all actions permitted or required of any Selling Stockholder Company Securityholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; (Div) The power to consult with with, engage and rely on legal counsel, independent public accountants and other experts selected by him, her or it, solely at the cost and expense of the Indemnifying PartiesCompany Securityholders; (Ev) The power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling StockholdersCompany Securityholders, as contemplated thereunder; (Fvi) The power to allocate any other payments to be made to the Company Securityholders hereunder in accordance with the terms and conditions hereof; (vii) The power to waive or amend any terms and conditions of this Agreement or the Escrow Agreement providing rights or benefits to the Selling Stockholders Company Securityholders (other than the payment of the purchase price consideration payable to such Company Securityholders pursuant to SECTION 3 of this Agreement) in accordance with the terms hereof and in the manner provided herein); and (Gviii) The power to take any actions on behalf of the Company Securityholders in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling StockholdersCompany Securityholders. (b) The Stockholder Representative represents and warrants to Parent and Merger Sub that: (i) The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder; (ii) This Agreement has been duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Company, constitutes the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to Bankruptcy and Equity Exceptions; and (iii) At or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of the Escrow Agreement by Parent and the Escrow Agent, constitutes the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to Bankruptcy and Equity Exceptions.

Powers of the Stockholder Representative. (ia) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative him, her or it pursuant to this Agreement and the Escrow Agreement, which shall includeincluding: (Ai) The power to execute as Stockholder Representative the Escrow Agreement and any other agreement or instrument entered into or delivered in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdershereby; (Bii) The power to give or receive any notice or instruction permitted or required under this Agreement or the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by the Stockholder Representative or any Selling StockholderIndemnifying Holder, and each of them (other than notice for service of process relating to any action Action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party Holder individually, as applicable), and to take any and all action for and on behalf of the Selling StockholdersIndemnifying Holders, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument; (Ciii) The power (subject to the provisions of Section 17.2 hereof) to (A) contest, negotiate, defend, compromise or settle any Indemnification Claims Actions for which an a Parent Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying PartiesHolders, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, (B) 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 such Indemnification Parent Claims, (C) resolve any Indemnification Parent Claims, (D) take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and (E) take or forego any or all actions permitted or required of any Selling Stockholder Indemnifying Holder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; (Div) The power to consult with legal counsel, independent public accountants and other experts selected by himit, solely at the cost and expense of the Indemnifying PartiesHolders; (Ev) The power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling StockholdersIndemnifying Holders, as contemplated thereunder; (Fvi) The power to waive or amend any terms and conditions of this Agreement or the Escrow Agreement providing rights or benefits to the Selling Stockholders Indemnifying Holders (other than the payment of the purchase price consideration payable to such Indemnifying Holders pursuant to SECTION 3 of this Agreement) in accordance with the terms hereof and in the manner provided herein); and (Gvii) The power to take any actions on behalf of the Indemnifying Holders in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling StockholdersIndemnifying Holders. (b) The Stockholder Representative represents and warrants to Parent and Merger Sub that: (i) The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement and to carry out his, her or its obligations hereunder and thereunder; (ii) This Agreement has been duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Company, constitutes the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles; and (iii) At or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholder Representative and, assuming the due authorization, execution and delivery of the Escrow Agreement by Parent and the Escrow Agent, upon the Stockholder Representative’s execution thereof, the Escrow Agreement will constitute the valid and legally binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles.

Powers of the Stockholder Representative. (i) The By virtue of the adoption and approval of this Agreement and the Contemplated Transactions by the stockholders of the Company, as evidenced by the Company Stockholder Written Consent, from and after the Effective Time, the Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative him, her or it pursuant to this Agreement, which shall include: (A) The power to execute any agreement or instrument in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdersstockholders of the Company and without any act of the stockholders of the Company. In furtherance (and not in limitation) of the foregoing, but in all cases, subject to the terms, conditions and limitations of this Agreement, the Stockholder Representative shall have: (i) the power to take all actions required by, and exercise all rights granted to, the Stockholder Representative in this Agreement; (Bii) The the power to give or receive any notice or instruction permitted or required under this Agreement or any other agreement, document or instrument entered into or executed in connection herewithSection 10, to be given or received by the Stockholder Representative or any Selling Stockholderstockholder of the Company, and each of them (other than notice for service of process relating to any action or proceeding before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party stockholder of the Company individually, as applicable), and to take any and all action for and on behalf of the Selling Stockholdersstockholders of the Company, and each of them, under this Agreement or any other such agreement, document or instrumentSection 10; (Ciii) The the power to (i) contest, negotiate, defend, compromise or settle any Indemnification Claims claim, demand, action or proceeding for which an Indemnified Party a Parent Indemnitee may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying Parties, authorize payment to have any Indemnified Party right or set off in favor of any Indemnified Party, in satisfaction of any remedy under Section 10 (“Parent Indemnification Claims”), (ii) agree to, negotiate, enter into settlements settlements, compromises and compromises resolutions of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Parent Indemnification Claims, resolve any Indemnification Claims, take any actions in connection with Claims for and on behalf of the resolution stockholders of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, Company and (iii) take or forego any or all actions permitted or required of any Selling Stockholder stockholder of the Company or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreementforegoing; (Div) The the power to consult with legal counsel, independent public accountants and other experts selected by him, solely at the cost and expense of the Indemnifying Partiesit in connection with any Parent Indemnification Claims; (Ev) The the power to review, negotiate and agree to and authorize any payments from the Escrow Fund Holdback Shares in satisfaction of any payment obligation, in each case, obligation on behalf of the Selling Stockholders, as contemplated thereunderstockholders of the Company under Section 10; (Fvi) The the power to waive or amend refrain from enforcing any right of the stockholders of the Company or the Stockholder Representative arising out of or under or in any manner relating to the Holdback Shares or any claim for indemnification under Section 10; (vii) consent to the settlement of any and all disputes arising with respect to any Claim Notice; (viii) the power to enforce or waive any terms and conditions of this Agreement providing rights or benefits to the Selling Stockholders (other than the payment of the purchase price in accordance with the terms hereof and in the manner provided herein)Section 10; and (Gix) The the power to take or forego any actions on behalf of the stockholders of the Company in regard to such other matters as are reasonably necessary for the performance of the Stockholder Representative’s obligations hereunder and the consummation of the Stock Purchase and any other transactions contemplated hereby Contemplated Transactions or as the Stockholder Representative reasonably believes are in the best interests of the Selling Stockholdersstockholders of the Company.

Powers of the Stockholder Representative. (ia) During the existence of the escrow created by Section 2, the Stockholder Representative shall possess an irrevocable proxy, and in his sole discretion shall be entitled to exercise all rights and powers to vote the Shares and to assent to or dissent from any corporate or stockholder action of any kind whatsoever, whenever such vote, assent or dissent is required or permitted by law or otherwise, including, without limitation, the election of directors, amendment or repeal of the Certificate of Incorporation and By-Laws of the Corporation, or any proposed increase, decrease or change in the classification of the capital stock of the Corporation or any proposed dissolution and liquidation or merger or consolidation of the Corporation into or with another corporation or corporations, or any sale, lease, transfer, conveyance, mortgage or encumbrance of all or any substantial part of the assets of the Corporation. The Stockholders hereby agree to execute and deliver to the Stockholder Representative such additional agreements and other instruments as may be necessary or required by the Stockholder Representative or the Investors to confirm and make effective such irrevocable proxy. (b) In voting the Shares or in otherwise assenting or dissenting to any matter pursuant to his authority pursuant to this Agreement, or in performing any act in respect of the control or management of the Corporation or its affairs, the Stockholder Representative shall exercise his best judgment in the interests of the Corporation. In the event of the Stockholder Representative's death or incapacitation, the Board of Directors of the Corporation (the "Board"), or a committee of directors designated by the Board, shall assume the duties of the Stockholder Representative as set forth herein and, in the performance of such duties, shall exercise its best judgment in the interests of the Corporation. As used herein, the term "Stockholder Representative" shall include Xxxxxxx Xxxxxxxx and, to the extent applicable as set forth in this Section 3(b), the Board or a designated committee thereof. (c) The Stockholder Representative shall have be entitled to the advice of legal counsel and may exercise all employ counsel who, in the discretion of the powers conferred Stockholder Representative, may be counsel for the Corporation or for any Stockholder individually; and the Stockholder Representative may act in relation to this Agreement upon the opinion or advice of any such legal counsel, whether retained or selected by him, by the Corporation or otherwise. The Stockholder Representative shall not be responsible for any loss resulting from any action or non-action in accordance with any such opinion or advice. The Stockholder Representative shall not be personally liable or responsible for the payment of the fees of any such legal counsel or for other costs or expenses in case of any litigation arising hereunder or in connection with this Agreement. (d) The Corporation shall reimburse the Stockholder Representative for all reasonable costs, expenses and other charges (including reasonable attorneys' fees and disbursements) incurred in connection with this Section 3 and in administering the irrevocable proxy created hereby and in enforcing or defending the validity of this Agreement or any part hereof, as the Stockholder Representative deems necessary and proper. The Corporation may seek contribution from the Stockholders to the extent such costs, expenses and other charges are incurred by the Stockholder Representative in enforcing or defending this Agreement or any part hereof. (e) Notwithstanding anything to the contrary set forth herein, the Stockholder Representative shall not be required to perform any act, matter or thing or incur any liability or expense under this Agreement without such further indemnity as the Stockholder Representative from time to time may request from the Corporation. (f) The Stockholder Representative may serve as director, officer and employee of the Corporation, and may vote or cause votes to be cast in favor of his own election, appointment or employment as such director, officer or employee, with the same rights as he would have had if such Stockholder Representative were not a Stockholder Representative pursuant to this Agreement, which shall include:. (Ag) The power to execute Stockholder Representative shall not be liable for any agreement error of judgment or instrument for any act of commission or omission, or for any mistake of law or fact, or for anything which he may do or refrain from doing in connection with good faith, nor generally shall he have any accountability hereunder, except for his own willful misconduct or gross negligence. (h) The proxy created by this Section 3 shall be irrevocable and shall terminate upon the Stock Purchase and any other transactions contemplated hereby for and on behalf termination of the Selling Stockholders; (B) The power escrow created pursuant to give or receive any notice or instruction permitted or required under this Agreement or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Selling Stockholder, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party individually, as applicable), and to take any and all action for and on behalf of the Selling Stockholders, and each of them, under this Agreement or any other such agreement, document or instrument; (C) The power to contest, negotiate, defend, compromise or settle any Indemnification Claims for which an Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying Parties, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, 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 such Indemnification Claims, resolve any Indemnification Claims, take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Stockholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (D) The power to consult with legal counsel, independent public accountants and other experts selected by him, solely at the cost and expense of the Indemnifying Parties; (E) The power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling Stockholders, as contemplated thereunder; (F) The power to waive or amend any terms and conditions of this Agreement providing rights or benefits to the Selling Stockholders (other than the payment of the purchase price in accordance with the terms hereof and in the manner provided herein); and (G) The power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling StockholdersSection 2.

Powers of the Stockholder Representative. (i) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative pursuant to this Agreement and the Escrow Agreement, which shall includeincluding: (Aa) The power to execute as Stockholder Representative the Escrow Agreement and any other agreement or instrument entered into or delivered in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdershereby; (Bb) The power to give or receive any notice or instruction permitted or required under this Agreement or the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by the Stockholder Representative or any Selling Target Stockholder, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party individually, as applicable)them, and to take any and all action for and on behalf of the Selling Indemnifying Stockholders, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument; (Cc) The power (subject to the provisions of Article VIII hereof) to (A) contest, negotiate, defend, compromise or settle any Indemnification Claims Claim for which an Acquiror Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the costRepresentative, risk and expense of the Indemnifying Parties, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, (B) 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 such Indemnification Claimsany Claim, (C) resolve any Indemnification ClaimsClaim, (D) take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and (E) take or forego any or all actions permitted or required of any Selling Target Stockholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; (Dd) The power to consult with legal counsel, independent public accountants and other experts selected by himit, solely at the cost and expense of the Indemnifying PartiesTarget Stockholders; (Ee) The power to review, negotiate and agree to and authorize any payments distributions from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling all Target Stockholders, as contemplated thereunder; (Ff) The power to waive or amend any terms and conditions of this Agreement or the Escrow Agreement providing rights or benefits to the Selling Target Stockholders (other than the payment of the purchase price consideration payable to Target Stockholders by virtue of the Merger in accordance with the terms hereof and in the manner provided herein); and (Gg) The power to take any actions on behalf of the Target Stockholders in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling Target Stockholders.

Powers of the Stockholder Representative. (ia) The Stockholder Representative shall have and may exercise all of the powers conferred upon the Stockholder Representative him, her or it pursuant to this Agreement, which shall includeincluding: (Ai) The the power to execute as Stockholder Representative any agreement or instrument entered into or delivered in connection with the Stock Purchase and any other transactions contemplated hereby for and on behalf of the Selling Stockholdershereby; (Bii) The the power to give or receive any notice or instruction permitted or required under this Agreement or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by the Stockholder Representative or any Selling Stockholderstockholder of the Company, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party individually, as applicable)them, and to take any and all action for and on behalf of the Selling Stockholdersstockholder of the Company, and each of them, under this Agreement or and any other such agreement, document or instrumentinstrument on behalf of the stockholders of the Company; (Ciii) The the power to take any action and to execute any agreement or instrument necessary or reasonable to effect the delivery of Parent Ordinary Shares in connection with one or more Contingent Payments to the Scheduled Securityholders, including to execute one or more subscription forms (Zeichnungsschein) and to offset (Erklärung der Verrechnung) the Scheduled Securityholders’ claims for payment of one or more Contingent Payments against the claim of the Parent to pay the subscription amount for the Parent Ordinary Shares to be issued in connection with the Contingent Payment; (iv) the power to take any action contemplated by Section 2.12 to be taken by the Stockholder Representative; (v) the power (subject to the provisions of Section 8.2(g)) to (A) contest, negotiate, defend, compromise or settle any Indemnification Claims Actions for which an a Parent Indemnified Party may be entitled to indemnification through counsel selected by the Stockholder Representative and solely at the cost, risk and expense of the Indemnifying PartiesSecurityholders, authorize payment to any Indemnified Party or set off in favor of any Indemnified Party, in satisfaction of any Indemnification Claims, (B) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Governmental Orders with respect to such Indemnification Claimsclaims contemplated by Section 8.3(d), (C) resolve any Indemnification Claimsclaims contemplated by Section 8.3(d), (D) take any actions in connection with the resolution of any dispute relating hereto or to the Stock Purchase or any other transactions contemplated hereby by arbitration, settlement or otherwise, and (E) take or forego any or all actions permitted or required of any Selling Stockholder Indemnifying Securityholder or necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (Dvi) The the power to consult with with, engage and rely on legal counsel, independent public accountants and other experts selected by him, it solely at the cost and expense of the Indemnifying PartiesSecurityholders (on a pro rata basis); (Evii) The the power to review, negotiate and agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Selling StockholdersIndemnifying Securityholders, as contemplated thereunder; (Fviii) The the power to waive or amend any terms and conditions of this Agreement providing rights or benefits to the Selling Stockholders stockholders of the Company (other than the payment of the purchase price consideration payable to such stockholders pursuant to Article II of this Agreement) in accordance with the terms hereof and in the manner provided herein); (ix) the power to control and use the Representative Expense Fund in satisfaction of any reasonable costs and expenses related to the consultation with legal counsel, independent accountants and other experts selected by the Stockholder Representative; and (Gx) The the power to take any actions on behalf of the stockholders of the Company in regard to such other matters as are reasonably necessary for the consummation of the Stock Purchase and any other transactions contemplated hereby or as the Stockholder Representative reasonably believes are in the best interests of the Selling Stockholdersstockholders of the Company.