Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. For purposes of this Agreement, the stockholders of Target, without any further action on the part of any such stockholder, shall be deemed to have consented to the appointment of Mr. Xxxxx Xxxxxx xx the representative of such stockholders (the "Stockholder Representative"), as the attorney-in-fact for and on behalf of each such Stockholder, and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Buyer of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative in connection with this Agreement and Buyer shall be entitled to rely on any action or decision of the Stockholder Representative. The Stockholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice,

Stockholder Representative. For purposes Each of this Agreement, the stockholders of Target, without any further action on the part of any such stockholder, shall be deemed to have consented to the appointment of Mr. Xxxxx Xxxxxx xx the representative of such stockholders Stockholders hereby irrevocably authorizes and appoints Bxxx X. Xxxxxxxx (the "Stockholder Representative"), ) as the his or her representative and true and lawful attorney-in-fact for and on behalf of each such Stockholderagent to act in his or her name, place, and the taking sxxxx and to execute any agreement, certificate, instrument, or document to be delivered by the Stockholders in connection with this Agreement and the Contemplated Transactions. The Stockholder Representative shall serve as the agent of the Stockholders for all purposes related to this Agreement, including without limitation any notice required to be delivered to the Stockholders under this Agreement or any of the other Transaction Documents. The Stockholder Representative shall have the full power, authority, and right to perform, do, and take any and all actions they deem necessary or advisable to carry out the purposes of this Agreement and the making of any decisions required or permitted to be taken by him under this Agreementother Transaction Documents, including, without limitation, the exercise of the power to (i) authorize delivery amend or modify this Agreement and the other Transaction Documents and to Buyer of the Escrow Shares, waive any provision herein or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment therein. All decisions of the Stockholder Representative for shall be binding upon the accomplishment of the foregoing Stockholders. Covenant and all of the each other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative in connection with this Agreement and Buyer Party shall be entitled to rely on any action or decision of upon such authorization and designation and shall be fully protected in dealing with the Stockholder Representative. The Stockholder Representative will incur no liability with respect to any and all matters concerning the Stockholders; provided, however, that nothing set forth herein shall require Covenant to accept the signature or action taken of the Stockholder Representative in lieu of the signature or suffered by it in reliance upon action of any notice,Stockholder.

Stockholder Representative. For purposes (a) By virtue of the approval of the Merger and the adoption of this AgreementAgreement by the Stockholders representing the Requisite Stockholder Vote, each of the stockholders of Target, without any further action on Stockholders who vote to approve the part of any such stockholder, Merger shall be deemed under such Stockholder’s consent to have consented to the appointment of Mr. Xxxxx irrevocably constituted and appointed Xxxxxx xx the representative of such stockholders (the "Stockholder Representative"), X. Xxxx Living Trust as the their agent and attorney-in-fact as the Stockholder Representative for and on behalf of each such Stockholder, and the taking by the Stockholder Representative of any and Stockholders to take all other actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the exercise of the power to that are either (i) authorize delivery to Buyer of the Escrow Shares, necessary or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of foregoing, or (ii) specifically mandated by the other terms, conditions and limitations terms of this Agreement. Accordingly. (b) None of Parent, Bioventus, Bioventus Parent, Merger Sub, the Surviving Corporation or the Stockholder Representative shall be liable for any act done or omitted hereunder by Stockholder Representative while acting as Stockholder Representative pursuant to the authority granted to, and in accordance with this Agreement by, the Stockholder Representative has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement and the dispositionRepresentative. (c) A decision, settlement act, consent or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative in connection with this Agreement and Buyer shall be entitled to rely on any action or decision instruction of the Stockholder Representative. The , including an amendment, extension or waiver of this Agreement pursuant to Section 7.8, shall constitute a decision of the Stockholders voting in favor of the Merger and shall be final, binding and conclusive upon the Stockholders and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative will incur no as being the decision, act, consent or instruction of the Stockholders. Parent is hereby relieved from any liability with respect to any action taken or suffered person for any acts done by it in reliance upon any notice,accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. For purposes The Sellers hereby irrevocably constitute and appoint, effective as of this Agreementthe Closing, the stockholders of TargetXxxxxxx X. Xxxxxxxxx (together with his permitted successors, without any further action on the part of any such stockholder, shall be deemed to have consented to the appointment of Mr. Xxxxx Xxxxxx xx the representative of such stockholders (the "Stockholder Representative"), as the their true and lawful agent and attorney-in-fact for to enter into any agreement in connection with the transactions contemplated by this Agreement and on behalf of each such Stockholder, and the taking any transactions contemplated by the Stockholder Representative Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and all actions receive notices on their behalf and the making of any decisions required or permitted to be taken their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by him under this Agreementany such agreement, including, without limitation, the exercise defense, settlement or compromise of any claim, action or proceeding for which the power Buyer may be entitled to (i) authorize delivery to Buyer of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements indemnification and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative has unlimited authority and power agrees to act on behalf as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of each stockholder of Target attorney is coupled with respect to this Agreement an interest and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative in connection with this Agreement and Buyer shall be entitled to rely on any action or decision of the Stockholder Representativeis irrevocable. The Stockholder Representative will incur no liability with respect to shall not be liable for any action taken or suffered not taken by him or it in reliance upon any notice,connection with his obligations under this Agreement (i) with the consent of Sellers who, as of the date of this Agreement, owned a majority of the outstanding shares of Company Common Stock or (ii) in the absence of his own gross negligence or wilful misconduct. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a majority of the shares of Company Common Stock outstanding immediately prior to the Closing which successor shall serve and exercise the powers of Stockholder Representative hereunder.

Stockholder Representative. For purposes Seller and the Stockholders, by virtue of their approval of this Agreement, the stockholders of Target, without any further action on the part of any such stockholder, shall will be deemed to have consented to irrevocably constituted and appointed, X. X. Xxxxx, effective as of the appointment of Mr. Xxxxx Xxxxxx xx the representative of such stockholders Effective Time, (together with his permitted successors, the "Stockholder Representative"), as the their true and lawful agent and attorney-in-fact for and on behalf of each such Stockholder, and to enter into any agreement in connection with the taking transactions contemplated by this Agreement or any transactions contemplated by the Stockholder Representative Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under either this Agreement or the Escrow Agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and all actions receive notices on their behalf and the making of any decisions required or permitted to be taken their exclusive representative with respect to any Action arising with respect to any transaction contemplated by him under this Agreementany such agreement, including, without limitation, the exercise defense, settlement or compromise of any Action for which the power Buyer or the Acquisition Company may be entitled to (i) authorize delivery to Buyer of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements indemnification and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative has unlimited authority and power agrees to act on behalf as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of each stockholder of Target attorney is coupled with respect to this Agreement an interest and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative in connection with this Agreement and Buyer shall be entitled to rely on any action or decision of the Stockholder Representativeis irrevocable. The Stockholder Representative will incur no liability with respect to shall not be liable for any action taken or suffered not taken by it him in reliance upon any notice,connection with his obligations under this Agreement in the absence of his own gross negligence or willful misconduct. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his successor, who shall serve and exercise the powers of Stockholder Representative hereunder, shall be named by those persons holding a majority of the Shares of Common Stock.