Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.
(b) The Securityholders hereby agree severally to indemnify the Securityholder Representative (in its capacity as such), on a pro rata basis based upon their respective Securityholder Allocation Percentages, against, and to hold ...
Securityholder Representative. The Stockholder hereby irrevocably nominates, constitutes and appoints the Securityholder Representative as its, his or her true and lawful agent, proxy and attorney in fact, with full power and authority, to act in the name, place and stead of the Stockholder and each of the Company Securityholders for purposes of executing and delivering any documents, receiving any notice and taking any actions that the Securityholder Representative may, in its sole discretion, determine to be necessary, desirable or appropriate within the bounds of the Securityholder Representative’s authority under the terms of the Merger Agreement, the Additional Agreements and the agreements ancillary thereto, including in connection with any claim for indemnification under the Merger Agreement, against the Indemnification Escrow Shares, pursuant to any rights of setoff, or directly against any Company Securityholder.
Securityholder Representative. In order to efficiently administer the determination of certain matters under the Arrangement Agreement and this Plan of Arrangement, Securityholder Representative, by virtue of the approval of this Plan of Arrangement, is irrevocably constituted and appointed the exclusive and lawful agent and attorney-in-fact for the Company Securityholders with respect to all matters under the Arrangement Agreement, this Plan of Arrangement and the Escrow Agreement, and is authorized to take any and all actions and make any decisions required or permitted to be taken by the Securityholder Representative pursuant to the Arrangement Agreement, this Plan of Arrangement and the Escrow Agreement, including those matters referred to in Section 10.01 of the Arrangement Agreement.
Securityholder Representative. The parties hereto acknowledge and agree that Signature CR Holdco, LLC (in its capacity as the Securityholder Representative) is a party to this Agreement in its capacity as such solely to perform certain administrative functions in connection with the transactions contemplated hereby. Accordingly, the Securityholders acknowledge and agree that the Securityholder Representative will have no liability to, and will not be liable for any losses of, any Securityholder in connection with any actions, omissions or obligations of the Securityholder Representative under this Agreement or the Related Documents or otherwise in respect of this Agreement or the Closing, except as may be otherwise expressly set forth herein or to the extent such losses are proven and adjudicated to be the direct result of willful misconduct by the Securityholder Representative in connection with the performance of its obligations hereunder.
Securityholder Representative. Section 7.4, ..............69
Securityholder Representative. Each of the Indemnifying Parties, by virtue of the approval this Agreement and the Merger and any other transactions contemplated hereunder by the Company Stockholders and/or entering into a Joinder Agreement, hereby appoints the Securityholder Representative as his, her or its true and lawful agent, proxy and attorney‑in‑fact, to execute and deliver this Agreement on their behalf and exercise all or any of the powers, authority and discretion conferred on him under this Agreement.
Securityholder Representative. (a) Each Supporting Shareholder and each Person party to a Joinder Agreement hereby appoints, and pursuant to the Plan of Arrangement, each other Company Securityholder shall be deemed to have appointed, Fortis Advisors LLC as its agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of the Company Securityholders for certain limited purposes, as specified herein (the “Securityholder Representative”), including the full power and authority to act on the Company Securityholders’ behalf as provided in Section 2.17(b). Such agency, proxy and attorney-in-fact are coupled with an interest, are therefore irrevocable without the consent of the Securityholder Representative, except as provided in Section 2.17(d), and shall be binding upon the heirs, executors, administrators, legal representatives, successors and permitted assigns of each Company Securityholder and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Company Securityholder. All decisions, actions, consents and instructions by the Securityholder Representative shall be binding upon all of the Company Securityholders, and no Company Securityholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. Parent and Sub shall be entitled to rely on any decision, action, consent or instruction of the Securityholder Representative as being the decision, action, consent or instruction of the Company Securityholders, and Parent and Sub are hereby relieved from any liability to any Person for acts done by them in reliance thereon.
(b) The Securityholder Representative shall have such powers and authority as are necessary to carry out the functions assigned to him, her or it under this Agreement. Without limiting the generality of the foregoing, the Securityholder Representative shall have full power, authority and discretion to: (i) consummate the Transactions; (ii) negotiate disputes arising under, or relating to, this Agreement, the Plan of Arrangement and the Ancillary Agreements to which it will be a party (including pursuant to Article IX); (iii) authorize disbursement to the Company Securityholders of any funds, shares of Parent Common Stock or other Parent securities received on behalf of the Company Securityholder under this Agreement, the Plan of Arrangement or the Ancillary Agreements to which it will be a party (including pursuant to ...
Securityholder Representative. Each Fulcrum Securityholder hereby appoints the Principal Vendors, on a joint and several basis, as its representatives and agents to receive the xXxxxx Shares they are entitled to hereunder. Each Fulcrum Securityholder hereby agrees to indemnify, defend and hold harmless the Principal Vendors from and against any and all loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any act or failure to act of the Principal Vendors hereunder, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily caused by the gross negligence or willful misconduct of the Principal Vendors.
Securityholder Representative. (a) The Securityholder Representative represents and warrants to the Escrow Agent that he has the irrevocable right, power and authority (i) to enter into and perform this Agreement and to bind all of the Indemnifying Securityholders to its terms; (ii) to give and receive directions and notices hereunder; and (iii) to make all determinations that may be required or that he deems appropriate under this Agreement.
(b) Until notified in writing by the Securityholder Representative that he has resigned or by the Indemnifying Securityholders who have the right to receive a majority of the Total Merger Consideration (including Option Consideration, Warrant Consideration and Note Consideration) (as such terms are defined in the Merger Agreement) that he has been removed, the Escrow Agent may rely conclusively and act upon the directions, instructions and notices of the Securityholder Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by the Indemnifying Securityholders who have the right to receive a majority of the Total Merger Consideration (including Option Consideration, Warrant Consideration and Note Consideration) filed with the Escrow Agent.
Securityholder Representative. By the execution and delivery of this Agreement, each of the Sellers (including each Joining Common Holder) hereby irrevocably constitutes Leeds Equity Partners IV, L.P. (the “Securityholder Representative”) as the true and lawful agent and attorney in fact of such Sellers with full power of substitution to act jointly in the name, place and stead of such Sellers with respect to the transfer of Common Shares owned by the Common Holders, Preferred Shares owned by the Preferred Holders, Common Warrants of the Common Warrant Holders and the Preferred Warrant of the Preferred Warrant Holder, each in accordance with the
