Common use of Reliance on Stockholder Representative Clause in Contracts

Reliance on Stockholder Representative. Acquiror, 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 Holdings as Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Target Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Acquiror, Merger Sub, their respective Affiliates (including after the Effective Time, the Surviving Corporation), or the Escrow Agent shall be liable to any 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 Acquiror and the Escrow Agent. Acquiror, 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 Target Stockholders holding a majority interest in the Escrow Fund held in escrow at such time.

Reliance on Stockholder Representative. AcquirorParent, Merger Sub, their respective Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent, Agent shall be entitled to rely on the appointment of Holdings as the Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Target Stockholder Company Securityholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of AcquirorParent, Merger Sub, their respective Affiliates (including after the Effective Time, the Surviving Corporation), ) or the Escrow Agent shall be liable to any Target Stockholder 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 Acquiror and the Escrow Agentany time. AcquirorParent, Merger Sub, their respective 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 Target Stockholders 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.

Reliance on Stockholder Representative. AcquirorParent, 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 Holdings Shareholder Representative Services LLC as Stockholder Representative and treat such Stockholder Representative as the duly appointed attorney-in-fact of each Target Stockholder Indemnifying Holder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of AcquirorParent, Merger Sub, their respective Affiliates affiliates (including after the Effective Time, the Surviving Corporation), ) or the Escrow Agent shall be liable to any Target Stockholder 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 Acquiror Parent and the Escrow Agent. AcquirorParent, 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 Target Stockholders Indemnifying Holders holding a majority interest in the Escrow Fund held in escrow at such time.

Reliance on Stockholder Representative. AcquirorParent, Merger Sub, their respective Affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent, Agent shall be entitled to rely on the appointment of Holdings 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 Target Indemnifying Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of AcquirorParent, Merger Sub, their respective Affiliates (including after the Effective Time, the Surviving Corporation), ) or the Escrow Agent shall be liable to any Target Indemnifying 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 Acquiror Parent and the Escrow Agent. AcquirorParent, Merger Sub, their respective Affiliates (including after the Effective Time, 82 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 Target Indemnifying Stockholders holding a majority interest in who would represent the Escrow Fund held in escrow at such timeIndemnifying Stockholder Threshold.