SH Rep Clause Samples

SH Rep. (a) By approving this Agreement and the transactions contemplated hereby or by entering into a Support Agreement or by executing and delivering a Letter of Transmittal or Option Surrender Agreement, each TEI Bio Securityholder shall have irrevocably authorized and appointed SH Rep as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Escrow Agreement and to take any and all actions and make any decisions required or permitted to be taken by the TEI Bio Securityholders or SH Rep pursuant to this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash from the Escrow Funds in satisfaction of any claims for indemnification made by Parent pursuant to ARTICLE 11; (iii) litigate, arbitrate, resolve, agree to, negotiate, or enter into settlements and compromises of, and comply with orders of courts with respect to matters set forth in Section 3.5 or claims for indemnification made by Parent-Side Indemnified Persons pursuant to ARTICLE 11; (iv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Additional Agreement (including the Escrow Agreement); (v) make all elections or decisions contemplated by this Agreement and any Additional Agreement (including the Escrow Agreement), including pursuant to Section 3.5 and with respect to any amendment, assignment or waiver on behalf of itself or the TEI Bio Securityholders with respect thereto after the Effective Time; (vi) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist it in complying with its duties and obligations hereunder; and (vii) take all actions necessary or appropriate in its good faith judgment for the accomplishment of the foregoing.