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.
Securityholder Representative. (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Company Stockholder shall have irrevocably authorized and appointed Securityholder Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person for all purposes in connection with this Agreement, the Additional Agreements and the agreements ancillary hereto and thereto. The Securityholder Representative shall act as the representative of the Company Stockholders in respect of all matters arising under this Agreement, the Additional Agreements and the agreements ancillary hereto and thereto, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of the Company Stockholders or the Securityholder Representative, including to enforce any rights granted to the Company Stockholders hereunder and thereunder, in each case as the Securityholder Representative believes is necessary or appropriate under this Agreement, the Additional Agreements and/or the agreements ancillary hereto and thereto, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Securityholder Representative and the Company Stockholders shall not be permitted to take any such actions.
Securityholder Representative. (a) Pursuant to the adoption of this Agreement by Company Common Stockholders representing greater than 50% of the outstanding shares of Company Common Stock, each Equity Holder will be deemed to have irrevocably appointed, authorized and empowered the Securityholder Representative to act as a representative for the benefit of each Equity Holder as the exclusive agent and attorney-in-fact with the power and authority to act on behalf of each Equity Holder in connection with the Merger, which shall include the power and authority as is necessary to carry out the functions assigned to the Securityholder Representative under this Agreement; provided, however, that the Securityholder Representative shall have no obligation to the Equity Holders to act, except as expressly provided herein, and without limiting the generality of the foregoing, the Securityholder Representative shall have the power and authority to:
Securityholder Representative. (a) Each Securityholder hereby irrevocably appoints the Securityholder Representative as such Securityholder’s representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead to act on behalf of such Securityholder in any amendment of or litigation or arbitration involving this Agreement, including, without limitation, defending, negotiating, settling or otherwise dealing with claims under ARTICLE IX hereof, and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Securityholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement (subject to the foregoing limitation), including, without limitation, the power:
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. (a) For purposes of this Agreement, the Securityholders hereby designate Xxxxx Xxxxxx to serve as the sole and exclusive representative of the Securityholders (the “Securityholder Representative”) with respect to those provisions of this Agreement that contemplate action by the Securityholder Representative and with respect to the Escrow Agreement; provided, however, that if Xxxxx Xxxxxx at any time is unable, due to incapacity or otherwise, to serve as Securityholder Representative or resigns as Securityholder Representative, then successive Securityholder Representatives shall be chosen by Securityholders holding a majority of Units outstanding immediately prior to the Closing (including Units issuable upon exercise of Options outstanding as of immediately prior to the Closing). Each successor Securityholder Representative, if required to serve, shall sign an acknowledgment in writing agreeing to perform and be bound by all of the provisions of this Agreement applicable to the Securityholder Representative. Each successor Securityholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Securityholder Representative, and the term “Securityholder Representative” as used herein shall be deemed to include any successor Securityholder Representative.
Securityholder Representative. (a) By delivering a signature page to this Agreement or otherwise becoming a party hereto, each Holder designates and appoints the Securityholder Representative as such Holder’s agent and attorney-in-fact with full power and authority to act for and on behalf of such Holder in all matters pertaining to this Agreement. Notices and communications sent to the Securityholder Representative by Parent shall be deemed notices and communications to each of the Holders, and notices and communications sent to Parent by the Securityholder Representative shall be deemed notices and communications by each of the Holders, in each case for all purposes under this Agreement. Any document delivered to the Securityholder Representative pursuant to this Agreement shall be deemed delivered to each Holder. A decision, consent, waiver, instruction or any other act or omission to act on the part of the Securityholder Representative shall constitute an act or omission by each of the Holders and shall be final, binding and conclusive upon each of them. Parent may conclusively rely upon such act or omission on the part of the Securityholder Representative as being the act or omission of each of the Holders, and Parent and each of its directors, officers, employees and agents are hereby relieved from any liability for any acts or omissions on their part taken in accordance with any such act or omission on the part of the Securityholder Representative. As used in this Agreement, the term “Securityholder Representative” includes any successor Securityholder Representative appointed in accordance with the terms of its engagement.
Securityholder Representative. (a) By virtue of the adoption of this Agreement and the approval of the Merger and the other Transactions by the Requisite Stockholder Approval and without any further action of any of the Securityholders or the Company, each of the Securityholders shall have irrevocably constituted and appointed, upon the Effective Time (and by its execution of this Agreement as Securityholder Representative, Fortis Advisors LLC hereby accepts its appointment) as the true, exclusive and lawful agent and attorney-in-fact (the “Securityholder Representative”), of the Securityholders receiving consideration hereunder to act in the name, place and stead of the Securityholders in connection with the Transactions, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Securityholders in any Proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Securityholder Representative shall deem necessary or appropriate in connection with the Transactions and the Securityholder Representative Engagement Agreement, including the power:
Securityholder Representative. (a) Shareholder Representative Services LLC has been designated as the representative of the Securityholders and their attorney-in-fact (the “Securityholder Representative”), with full power of substitution to act on behalf of the Securityholders (only with respect to their interests as Securityholders) to the extent and in the manner set forth in this Agreement and the Escrow Agreement but not with respect to any amendments to this Agreement or the Escrow Agreement. The Company has designated the Securityholder Representative as the representative of the Securityholders for purposes of this Agreement and the Escrow Agreement, and approval of this Agreement and the Merger by such holders shall constitute ratification and approval of such designation on the terms set forth herein. All decisions, actions, consents and instructions by the Securityholder Representative with respect to this Agreement and the Escrow Agreement (but not with respect to any amendments hereto or thereto) shall be binding upon all of the Securityholders with respect to their interests as Securityholders, and no such Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Surviving Corporation and the Acquiror shall be entitled to conclusively rely upon, without independent inquiry, verification or investigation, any such decision, action, consent or instruction of the Securityholder Representative as being the decision, action, consent or instruction of the Securityholders, and the Acquiror and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction.
Securityholder Representative. (a) Pursuant to the adoption of this Agreement by Company Stockholders representing greater than 50% of the outstanding shares of Company Common Stock, each Company Stockholder will be deemed to have irrevocably designated, appointed, authorized and empowered the Securityholder Representative to act as a representative for the benefit of each Company Stockholder as the exclusive agent and attorney‑in‑fact with the power and authority to act on behalf of each Company Stockholder in connection with and to facilitate the consummation of the Transactions (including the Merger), which shall include the power and authority as is necessary to carry out the functions assigned to the Securityholder Representative under this Agreement; 86 provided, however, that the Securityholder Representative shall have no obligation to the Company Stockholders to act, except as expressly provided herein, and without limiting the generality of the foregoing, the Securityholder Representative shall have the power and authority:
