Common use of Securityholder Agent Clause in Contracts

Securityholder Agent. For purposes of this Agreement, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholders, and, without any further action on the part of any such shareholders, each shareholder of the Company shall be deemed to have consented to the appointment of Xxxxxxx X. Xxxxxxx, as his, her or its representative (the "Securityholder Agent") and the attorney-in-fact for and on behalf of each such Company shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement and the Escrow Agreement, including the exercise of the power to (i) execute the Escrow Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims, and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Registration Rights Agreement and the Escrow Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each Company shareholder with respect to this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The Company shareholders will be bound by all actions taken by the Securityholder Agent in connection with this Agreement the, Registration Rights Agreement and the Escrow Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time, holders of a majority in interest of the Escrow Amount, determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by holders of a majority in interest of the Escrow Amount to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent.

Securityholder Agent. (a) For purposes of this Agreement, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholders, and, without any further action on the part of any such shareholders, each shareholder of the Company shall be deemed to have consented to the appointment of Xxxxxxx X. XxxxxxxXxxxx Xxxxx, as his, her or its representative (the "Securityholder Agent") and the attorney-in-fact for and on behalf of each such Company shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement, the Escrow Agreement and the Escrow Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow AmountShares, or any portion thereof, in satisfaction of Survival Period Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Survival Period Indemnification Claims, (iv) resolve any Survival Period Indemnification Claims, Claims and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Registration Rights Escrow Agreement and the Escrow Registration Rights Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each Company shareholder with respect to this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Survival Period Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The Company shareholders will be bound by all actions taken by the Securityholder Agent in connection with this Agreement, the Escrow Agreement the, or the Registration Rights Agreement and the Escrow Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to himhim or her. At any time, holders of a majority in interest of the Escrow AmountShares, determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by holders of a majority in interest of the Escrow Amount Shares to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent.

Securityholder Agent. For purposes of this Agreement, -------------------- immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholdersstockholders, and as further confirmed by each holder of Shares and Company Warrants upon execution and delivery in accordance with the instructions set forth therein of the letter of transmittal contemplated by Section 1.10(b), and, without any further action on the part of any such shareholdersholder, each shareholder holder of the Shares or Company Warrants shall be deemed to have consented to the appointment of Xxxxxxx X. Xxxx Xxxxxxx, as his, her or its representative (the "Securityholder Agent") and the attorney-in-fact for and on behalf of each such holder of Shares or Company shareholderWarrants, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement, the Escrow Agreement and the Escrow Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Survival Period Indemnification Claims or Excess Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Survival Period Indemnification Claims or Excess Indemnification Claims, (iv) resolve any Survival Period Indemnification Claims, Claims and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Registration Rights Escrow Agreement and the Escrow Registration Rights Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each holder of Shares or Company shareholder Warrants with respect to this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Survival Period Indemnification Claims and Excess Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The holders of Shares or Company shareholders Warrants will be bound by all actions taken by the Securityholder Agent in connection with this Agreement theor the Escrow Agreement or, to the extent provided therein, the Registration Rights Agreement and the Escrow Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to himhim or her. At any time, holders of a majority in interest of the Escrow Amount, determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by holders of a majority in interest of the Escrow Amount to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent.

Securityholder Agent. For purposes of this Agreement, -------------------- immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholders, and, without any further action on the part of any such shareholders, each shareholder of the Company shall be deemed to have consented to the appointment of Xxxxxxx Xxxxx X. XxxxxxxXxxx, as his, her or its representative (the "Securityholder Agent"" ) and the attorney-in-fact for and on behalf of each such Company shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement, the Escrow Agreement and the Escrow Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Survival Period Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Survival Period Indemnification Claims, (iv) resolve any Survival Period Indemnification Claims, Claims and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Registration Rights Escrow Agreement and the Escrow Registration Rights Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each Company shareholder with respect to this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Survival Period Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The Company shareholders will be bound by all actions taken by the Securityholder Agent in connection with this Agreement, the Escrow Agreement the, or the Registration Rights Agreement and the Escrow Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to himhim or her. At any time, holders of a majority in interest of the Escrow Amount, determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by holders of a majority in interest of the Escrow Amount to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent.

Securityholder Agent. For purposes of this Agreement(a) By approving the Merger and/or participating in the Merger and receiving any benefits hereunder, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholders, and, without any further action on the part of any such shareholders, each shareholder of the Company shall be deemed to have consented to Holders or the Company, each Company Holder irrevocably approves the constitution and appointment of Xxxxxxx X. Xxxxxxxof, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability company, as histhe true and lawful exclusive agent, her or its representative (the "Securityholder Agent") and the attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Company Holders or any Company Holder, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company shareholderHolder individually), and (iii) act for the taking by the Securityholder Agent of any and Company Holders with regard to all actions and the making of any decisions required or permitted matters pertaining to be taken by him or her indemnification under this Agreement and the Escrow Agreement, including the exercise power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the power Indemnity Fund, including to (i) execute the Escrow Agreementreview, (ii) negotiate and agree to and authorize delivery any Release from Indemnity to Parent and Acquisition of any amount from the Escrow Amount, or any portion thereof, Indemnity Fund in satisfaction of Indemnification Claimsclaims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iiiiv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to to, such Indemnification Claimsclaims, (iv) resolve any Indemnification Claimssuch claims, take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and (v) take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the Registration Rights cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Escrow AgreementParent Transfer Agent shall each be an express third-party beneficiary of such power of attorney. AccordinglyNotwithstanding the foregoing or anything else herein, the Securityholder Agent has unlimited authority and power shall have no obligation to act on behalf of the Company Holders, except as expressly provided herein and in the Securityholder Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company shareholder with respect to Holder and has having the duties, power and authority provided for in this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreementSection (c). The Company shareholders will Holders shall be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Agreement the, Registration Rights Agreement and the Escrow AgreementSection 9, and Parent and Acquisition other Parent Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, Registration Rights Agreement or the Escrow Agreement, Person serving as the Securityholder Agent may rely on the advice of counselbe removed or replaced from time to time, and or if such Person resigns from its position as the Securityholder Agent will not Agent, then a successor may be liable to anyone for anything doneappointed, omitted or suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time, holders of a majority in interest of the Escrow Amountaggregate amount of stock held in the Indemnity Fund, determined at upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy Group hereunder shall survive the resignation or removal of the written consent appointing such new Securityholder Agent signed by holders of a majority in interest or any member of the Escrow Amount to Parent Advisory Group and the Escrow AgentClosing and/or any termination of this Agreement. Such appointment will No bond shall be effective upon the later required of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Securityholder Agent.