Common use of Stakeholder Representative Clause in Contracts

Stakeholder Representative. (a) The adoption of this Agreement and the approval of the Merger by the holders of Common Stock or acceptance of the Closing Per Share Consideration pursuant to Section 2.6 or Award Payment shall constitute the grant to the Stakeholder Representative of the full power and authority, to act as agent and attorney-in-fact, with full power of substitution to act in the name, place and of each Holder’s stead with respect to the transactions contemplated by, and all the terms and provisions of, this Agreement and to act on such Holder’s behalf in any dispute, litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, as the Stakeholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Stakeholder Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Stakeholder Representative, in its sole discretion, determines to be desirable, (ii) interpret the terms and provisions of this Agreement and the documents to be executed and delivered in connection herewith, including Article IX and the Escrow Agreement, (iii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Escrow Agreement, (iv) receive service of process in connection with any claims under this Agreement or the Escrow Agreement, (v) agree to negotiate, enter into settlements and compromises of, assume the defense of claims, demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing, including taking all such actions as may be necessary under Article IX, (vi) give and receive notices and communications, (vii) authorize delivery to Parent of funds from the Escrow Account or any portion thereof in satisfaction of claims brought by Parent for Damages, (viii) receive and distribute the consideration payable hereunder, including payments from the Escrow Account and any earnings and proceeds thereon, and (ix) take all actions (or refrain from taking actions) necessary or appropriate in the judgment of the Stakeholder Representative as agent for and on behalf of the Holders in connection with this Agreement and the Escrow Agreement.

Stakeholder Representative. (a) The adoption of this Agreement the Transaction Agreements and the approval of the Merger by the holders of Common Stock or acceptance of Seller and the Closing Per Share Consideration pursuant to Section 2.6 or Award Payment Stockholders shall constitute the grant to the Stakeholder Representative of the full power and authority, authority to act as agent and attorney-in-fact, with full power of substitution substitution, to act in the name, place and stead of each Holder’s stead Holder with respect to the transactions contemplated by, and all the terms and provisions of, this Agreement the Transaction Agreements and to act on such Holder’s behalf in any dispute, litigation or arbitration involving this Agreement the Transaction Agreements and to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, as the Stakeholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreementthe Transaction Agreements (except in the case of those Transaction Agreements set forth on Section 12.18(a) of the Company Disclosure Letter), including the power to (i) execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Stakeholder Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Stakeholder Representative, in its sole discretion, determines to be desirable, (ii) interpret the terms and provisions of this Agreement the Transaction Agreements and the documents to be executed and delivered in connection herewith, including Article IX and the Escrow Agreement, (iiiii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Escrow AgreementTransaction Agreements, (iviii) receive service of process in connection with any claims under this Agreement or the Escrow AgreementTransaction Agreements, (viv) agree to negotiate, enter into settlements and compromises of, assume the defense of claims, demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing, including taking all such actions as may be necessary under Article IX, (viv) give and receive notices and communications, (viivi) authorize delivery to Parent Purchaser of funds from the Escrow Account or any portion thereof in satisfaction of claims brought by Parent for Damagesaccordance with Section 2.8(d), (viiivii) receive and distribute the consideration payable hereunder, including payments from the Escrow Account Account, the Stakeholder Representative Holdback Amount and any earnings and proceeds thereon, (viii) holdback from the consideration payable hereunder any amounts necessary or appropriate in the judgment of the Stakeholder Representative, including any expenses to be paid to the Stakeholder Representative by the Holders and (ix) take all actions (or refrain from taking actions) necessary or appropriate in the judgment of the Stakeholder Representative as agent for and on behalf of the Holders in connection with this Agreement and the Escrow AgreementTransaction Agreements.

Stakeholder Representative. (a) The adoption of this Agreement and the approval of the Merger by the holders Stockholders of Common Stock or acceptance of the Closing Per Share Consideration pursuant to Section 2.6 or Award Payment shall constitute the grant to the Stakeholder Representative of the full power and authority, authority to act as agent and attorney-in-fact, with full power of substitution to act in the name, place and of each HolderRepresented Party’s stead with respect to the transactions contemplated by, and all the terms and provisions of, this Agreement and to act on such HolderRepresented Party’s behalf in any dispute, litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, as the Stakeholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Stakeholder Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Stakeholder Representative, in its sole discretion, determines to be desirable, (ii) interpret the terms and provisions of this Agreement and the documents to be executed and delivered in connection herewith, including Article IX and the Escrow Agreement, (iiiii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Escrow Agreement, (iviii) receive service of process in connection with any claims under this Agreement or the Escrow Agreement, (viv) agree to negotiate, enter into settlements and compromises of, assume the defense of claims, demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing, including taking (v) conduct, control, prosecute and settle the Contingent Litigation Proceeding, and to take all such actions as may be necessary under Article IXor appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing, (vi) give and receive notices and communications, (vii) authorize delivery to Parent of funds from the Escrow Stockholder Reserve Account or any portion thereof in satisfaction of any claims brought by Parent for DamagesParent, (viii) receive and distribute the consideration payable hereunder, including payments from the Escrow Stockholder Reserve Account and any earnings and proceeds thereon, (ix) pay expenses incurred in connection with the transactions contemplated hereby out of the Stockholder Reserve Account, (x) holdback from the consideration payable hereunder any amounts necessary or appropriate in the judgment of the Stakeholder Representative, including any expenses to be paid to the Stakeholder Representative by the Stockholders and (ixxi) take all actions (or refrain from taking actions) necessary or appropriate in the judgment of the Stakeholder Representative as agent for and on behalf of the Holders Represented Parties in connection with this Agreement and the Escrow Agreement.

Stakeholder Representative. (a) The By voting in favor of the adoption of this Agreement and Agreement, the approval of the Merger by the holders of Common Stock or acceptance principal terms of the Closing Per Share Consideration pursuant to Section 2.6 or Award Payment shall constitute Merger, and the grant to the Stakeholder Representative consummation of the full power and authority, to act as agent and attorney-in-fact, with full power of substitution to act Merger or participating in the nameMerger and receiving the benefits thereof, place including the right to receive the consideration payable in connection with the Merger, each Target Stockholder and of each Holder’s stead with respect Bridge Lender shall be deemed to have approved the transactions contemplated bydesignation of, and all the terms and provisions ofhereby designates, this Agreement and to act on such Holder’s behalf in any dispute, litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, Shareholder Representative Services LLC as the Stakeholder Representative shall deem necessary or appropriate in connection with under the transactions contemplated by this Agreementterms set forth herein to give and receive notices and communications, including the power to (i) execute and deliver authorize delivery to Acquiror of cash from the Escrow Agreement (with Fund in satisfaction of claims by Acquiror, to object to such modifications or changes therein as to which the Stakeholder Representativedeliveries, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Stakeholder Representativeto, in its sole discretion, determines to be desirable, (ii) interpret the terms and provisions of this Agreement and the documents to be executed and delivered in connection herewith, including Article IX and the Escrow Agreement, (iii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Escrow Agreement, (iv) receive service of process in connection with any claims under this Agreement or the Escrow Agreement, (v) agree to negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims claims, and to take all actions necessary or appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing. If the Stakeholder Representative shall die, including taking all such actions as be removed by the written direction of the holders of a majority in interest of the Escrow Fund, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, a new Stakeholder Representative may be necessary under Article IX, (vi) give and receive notices and communications, (vii) authorize delivery to Parent designated by the holders of funds from a majority in interest of the Escrow Account Fund upon not less than 10 days’ prior written notice to Acquiror. No bond shall be required of the Stakeholder Representative, and the Stakeholder Representative shall receive no compensation for its services from Target, Acquiror or any portion thereof in satisfaction of claims brought by Parent for Damagestheir Affiliates after the Effective Time, (viii) receive and distribute other than pursuant to the consideration payable hereunder, including payments from the Escrow Account and any earnings and proceeds thereon, and (ix) take all actions (or refrain from taking actions) necessary or appropriate in the judgment terms of the Stakeholder Representative as agent for Agreement entered into between Shareholder Representative Services LLC, Target and on behalf certain of the Holders Target Stockholders on or about the date hereof. Notices or communications to or from the Stakeholder Representative shall constitute notice to or from each of the Target Stockholders and Bridge Lenders. Each Target Stockholder and Bridge Lender agrees to receive correspondence from the Stakeholder Representative, including in connection with this Agreement and the Escrow Agreementelectronic form.