Common use of Reliance on Stockholder Representative Clause in Contracts

Reliance on Stockholder Representative. Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Shareholder Representative Services LLC as Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Indemnifying Holder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Holder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Stockholder Representative. No resignation of the Stockholder Representative shall become effective unless at least thirty (30) days prior written notice of the replacement or resignation of such Stockholder Representative shall be provided to Parent and the Escrow Agent. Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Stockholder Representative hereunder shall be appointed by a written instrument signed by Indemnifying Holders holding a majority interest in the Escrow Fund held in escrow at such time.

Reliance on Stockholder Representative. Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Shareholder Representative Services LLC as Stockholder Representative Representative, effective as of the Effective Time, and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Indemnifying Holder Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Holder Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Stockholder Representative. No resignation of the Stockholder Representative shall become effective unless at least thirty twenty (3020) days prior written notice of the replacement or resignation of such Stockholder Representative shall be provided to Parent and the Escrow Agent. Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Stockholder Representative hereunder shall be appointed by a written instrument signed by Indemnifying Holders holding a majority interest in Stockholders who would represent the Escrow Fund held in escrow at such timeIndemnifying Stockholder Threshold.

Reliance on Stockholder Representative. ParentAcquiror, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent Agent, shall be entitled to rely on the appointment of Shareholder Representative Services LLC Holdings as Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Indemnifying Holder Target Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of ParentAcquiror, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) ), or the Escrow Agent shall be liable to any Indemnifying Holder Target Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Stockholder Representative. No resignation of the Stockholder Representative shall become effective unless at least thirty (30) days prior written notice of the replacement or resignation of such Stockholder Representative shall be provided to Parent Acquiror and the Escrow Agent. ParentAcquiror, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent Agent, shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Stockholder Representative hereunder shall be appointed by a written instrument signed by Indemnifying Holders Target Stockholders holding a majority interest in the Escrow Fund held in escrow at such time.

Reliance on Stockholder Representative. Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Indemnifying Holder Company Securityholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Holder Company Securityholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Stockholder Representative. No resignation of the The Stockholder Representative shall become effective unless may resign at least thirty (30) days prior written notice of the replacement or resignation of such Stockholder Representative shall be provided to Parent and the Escrow Agentany time. Parent, Merger Sub, their respective affiliates Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Stockholder Representative hereunder shall be appointed by a written instrument signed by Indemnifying Holders holding Company Securityholders who would receive a majority majority-in-interest in of the undistributed portions of the Escrow Fund Amount held in escrow at such time. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Advisory Group and the Closing or any termination of this Agreement and the Escrow Agreement.