Common use of Stockholder Representatives Clause in Contracts

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. and Xxxxx Xxxx as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power of substitution to act on behalf of the Company’s stockholders and optionholders (only with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement) 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 Stockholder Representatives as the representatives of the Company’s stockholders and optionholders 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 Stockholder Representatives 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 stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and 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. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to 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 claims or Losses, to waive after the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection with any claims against such stockholder or optionholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from both of the Stockholder Representatives shall constitute notice to or from the stockholders and optionholders of the Company.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. each of Xxxx Xxxxxxxx and Xxxxx Xxxx Xxx Xxxxxxxxx as the representatives a representative of the Company’s stockholders Securityholders and optionholders and as their attorneys attorney in fact (each each, a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power of substitution to act on behalf of the Company’s stockholders and optionholders (only with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement) 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 AgreementTransaction Documents. The Company has designated the Stockholder Representatives as the representatives of the Company’s stockholders and optionholders Securityholders for purposes of this Agreement and the Escrow AgreementTransaction Documents, and approval of this Agreement and the Merger by such holders pursuant to the Stockholder Written Consent and each Letter of Transmittal shall constitute ratification and approval of such designation on the terms set forth hereinherein and therein. All decisions, actions, consents and instructions by the any Stockholder Representatives Representative with respect to this Agreement and the Escrow Agreement (but not with respect to any amendments hereto or thereto) Transaction Documents shall be binding upon all of the stockholders Securityholders in their capacities as such at and optionholders of following the Company with respect to their interests as stockholders and optionholders Effective Time under this Agreement and the Escrow AgreementTransaction Documents, and no such stockholder Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror Parent and Sub shall be entitled to rely on any such decision, action, consent or instruction of any Stockholder Representative as being the decision, action, consent or instruction of the Company’s stockholders and optionholdersSecurityholders, and the Acquiror Parent and Sub are hereby relieved from any liability to any Person person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as a Stockholder RepresentativesRepresentative, the each Stockholder Representatives Representative shall be authorized and empowered, as agents agent of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) Securityholders to give and receive notices and communications as provided herein, to object to any Acquiror Parent Indemnification Claims, purchase price adjustments or matters related to the Earn-out Consideration, the Earn-out Bonuses and the Discretionary Bonuses, to 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 claims Parent Indemnification Claims, Losses, purchase price adjustments or Lossesmatters related to the Earn-out Consideration, the Earn-out Bonuses and the Discretionary Bonuses, to waive after the Effective Time any breach or default of the Acquiror Parent or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company Securityholder in connection with any claims against such stockholder or optionholder Securityholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary AgreementTransaction Document, and to take all other actions that are either (i) necessary or appropriate in the judgment of the such Stockholder Representatives Representative for the accomplishment of the foregoing foregoing, or (ii) specifically mandated by the terms of this Agreementthereof. Notices or communications to or from both of the any Stockholder Representatives Representative shall constitute notice to or from the stockholders and optionholders Securityholders. Any writing signed or action taken by a Stockholder Representative shall be sufficient to constitute a writing signed or action taken on behalf of the CompanySecurityholders, whether or not the other Stockholder Representative has also signed such writing or taken such action.

Stockholder Representatives. (a) The parties hereto agree that it is desirable By virtue of their approval of this Agreement, the Principals, the Company Stockholders and the Indemnifying Stockholders will be deemed to designate TA Associates Managementhave irrevocably constituted and appointed, L.P. and Xxxxx Xxxx effective as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectivelyClosing Date, the “Stockholder Representatives”), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with full power of substitution to act on behalf of the Company’s stockholders and optionholders (only with respect to their interests as stockholders and optionholders under transactions contemplated by this Agreement and the Escrow Agreement) 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 Tax Escrow Agreement. The Company has designated the Stockholder Representatives as the representatives of the Company’s stockholders and optionholders for purposes of this Agreement and , including, without limitation, entering into the Escrow Agreement, and approval of this the Tax Escrow 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 Stockholder Representatives with respect any other agreement relating thereto or to this Agreement and exercising on behalf of Principals, the Escrow Agreement (but not with respect to Company Stockholders and the Indemnifying Stockholders all or any amendments hereto or thereto) shall be binding upon all of the stockholders powers, authority, rights and optionholders of the Company with respect to their interests as stockholders and optionholders discretion conferred on them under this Agreement and Agreement, the Escrow Agreement, and no the Tax Escrow Agreement or any such stockholder shall have other agreement, including without limitation delivering instructions to the right to object to, dissent from, protest or otherwise contest Buyer for the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with method of payment and/or delivery of the Acquiror Merger Consideration and the SubContingent Shares hereunder, waiving any terms and the Acquiror and Sub shall be entitled to rely on conditions of any such decisionagreement, actiongiving and receiving notices and communications, consent or instruction as being authorizing delivery to the decision, action, consent or instruction Buyer of the Company’s stockholders and optionholdersEscrow Shares, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them Escrow Cash or other property held in escrow in accordance with any the Escrow Agreement or the Tax Escrow Agreement in satisfaction of claims by the Buyer, objecting to such decisiondeliveries, act, consent or instruction. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of, and demand demanding arbitration and comply complying with orders of courts and awards of arbitrators with respect to, to such claims or Losses, to waive after the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection with any claims against such stockholder or optionholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreementclaims, and to take taking all other actions that are either (i) necessary or appropriate in the judgment of the such Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated foregoing. Such agency may be changed by the terms Company Stockholders from time to time upon not less than 10 days’ prior written notice to the Buyer and the Escrow Agent (and the Escrow Agent shall promptly be provided with a facsimile copy of this Agreementthe signature(s) of any such successor Stockholder Representative); provided, however that the Stockholder Representatives may not be removed unless holders of a two-thirds interest in the Escrow Shares and Escrow Cash agree to such removal and to the identity of the substituted Stockholder Representatives. Notices Any vacancy in the position of the Stockholder Representative may be filled by approval of the holders of a majority-in-interest of the Escrow Shares and Escrow Cash. In the event that one Stockholder Representative is removed or vacates such position, then the remaining Stockholder Representative shall continue to be a Stockholder Representative and shall continue to be entitled to take all actions hereunder as the Stockholder Representative. Following the Effective Time, notices or communications to or from both of either Stockholder Representative with respect to matters under this Agreement, the Stockholder Representatives Escrow Agreement or the Tax Escrow Agreement shall constitute notice to or from the stockholders Indemnifying Stockholders, the Company Stockholders or the Principals, as applicable, with respect to such matters. A decision, act, consent or instruction of either Stockholder Representative with respect to matters under this Agreement, the Escrow Agreement or the Tax Escrow Agreement shall be final, binding and optionholders conclusive upon the Company Stockholders, and the Escrow Agent and the Buyer may rely upon any such decision, act, consent or instruction either of the CompanyStockholder Representatives as being the decision, act, consent or instruction of the Company Stockholders with respect to such matters. If two or more people are collectively named as the Stockholder Representatives, the action of any one of such persons shall be sufficient to constitute action on the part of the Stockholder Representatives. In the event that the two or more such people take or attempt to take inconsistent actions, such persons shall promptly resolve such inconsistency; and in the event that such inconsistency cannot be resolved, then Xxxx X. Xxxxxxxxxxx (or, in the event that Xxxx X. Xxxxxxxxxxx has been removed from, or has vacated, his position as Stockholder Representative, then the individual appointed by the holders of a majority-in-interest of the Escrow Shares and Escrow Cash, to fill the resulting vacancy in the position of Stockholder Representative) shall be entitled to act as the Stockholder Representative with respect to such matter. The Escrow Agent and the Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of either of the Stockholder Representatives. The Company Stockholders hereby agree that the Stockholder Representatives shall have no liability to the Company Stockholders for any action taken by the Stockholder Representatives in good faith.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates ManagementXxxxxx X. Xxxxxx and Xxxxxx X. Xxxx III are hereby constituted, L.P. appointed and Xxxxx Xxxx empowered as the representatives Stockholder Representatives, for the benefit of the Company’s stockholders Company Holders and optionholders the exclusive agents and their attorneys in attorneys-in-fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power of substitution to act on behalf of each Company Holder, in connection with and to facilitate the Company’s stockholders consummation of the transactions contemplated hereby, which shall include the power and optionholders authority: (only with respect i) to their interests as stockholders negotiate, execute and optionholders deliver such waivers, consents and amendments (other than any written consent of the Company Holders adopting this Agreement) under this Agreement and the Escrow Agreement) to consummation of 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 transactions contemplated hereby as the Stockholder Representatives Representatives, in their sole discretion, may deem necessary or desirable; (ii) as the representatives Stockholder Representatives, to enforce and protect the rights and interests of the Company’s stockholders Company Holders and optionholders for purposes of this Agreement to enforce and protect the Escrow Agreement, rights and approval of this Agreement and the Merger by such holders shall constitute ratification and approval interests of such designation on the terms set forth herein. All decisions, actions, consents and instructions by the Stockholder Representatives with respect Persons arising out of or under or in any manner relating to this Agreement and the Escrow transactions provided for herein, and to take any and all actions which the Stockholder Representatives believe are necessary or appropriate under this Agreement (but not with respect to any amendments hereto or thereto) shall be binding upon all of the stockholders for and optionholders on behalf of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow AgreementHolders including, and no such stockholder shall have the right to object consenting to, dissent fromcompromising or settling any such claims, protest conducting negotiations with Parent, the Surviving Corporation and their respective representatives regarding such claims, and, in connection therewith, to (A) assert any claim or otherwise institute any action, proceeding or investigation; (B) investigate, defend, contest the same. The Stockholder Representatives shall act in unanimity with respect to or litigate any decisionclaim, action, consent proceeding or instruction contemplated investigation initiated by this Agreement and in all communications with Parent, the Acquiror and Surviving Corporation or any other Person, or by any Governmental Entity against the SubStockholder Representatives and/or any of the Company Holders, and the Acquiror and Sub shall be entitled to rely receive process on behalf of any or all Company Holders in any such decisionclaim, action, consent proceeding or instruction investigation and compromise or settle on such terms as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and 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. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall determine to be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to agree to, negotiate, enter into settlements and compromises ofappropriate, and demand arbitration give receipts, releases and comply with orders of courts and awards of arbitrators discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Stockholder Representatives may deem advisable or Lossesnecessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, to waive after judgment or award rendered in any such action, proceeding or investigation, it being understood that the Effective Time any breach or default of the Acquiror or Sub of Stockholder Representatives shall not have any obligation to be performed by it take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Company Holders arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the part of the Stockholder Representatives, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Stockholder Representatives or by the Company Holders unless such waiver is in writing signed by the waiving party or by the Stockholder Representatives; (iv) to receive service of process make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholder Representatives, in their sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of each stockholder and optionholder of the Company Holders in connection with any claims against such stockholder or optionholder matter arising under or in connection with this Agreement; and (vi) to instruct the Escrow Agent to collect, any document or instrument provided for hereby (other than Employment Agreementshold and disburse the Purchase Price Escrow Fund, Non-Competition Agreements the General Escrow Fund, the Employee Litigation Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by Representative Escrow Fund in accordance with the terms of this Agreement. Notices or communications to or from both of , the Stockholder Representatives shall constitute notice to or from Escrow Agreement and the stockholders and optionholders of the CompanyLitigation Management Agreement.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. and Xxxxx Xxxx as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power ” shall be designated in writing by the Company by notice to Parent prior to the Effective Time. Each of substitution to act the Stockholder Representatives shall be constituted and appointed as agent and attorney-in-fact for and on behalf of each of the Company’s stockholders Company Stockholders receiving consideration pursuant to Article I. The Stockholder Representatives shall have full power and optionholders (only authority to represent all of such Company Stockholders and their successors with respect to their interests as stockholders and optionholders all matters arising under this Agreement and the Escrow Agreement) to Indemnity Agreement and all actions taken by the extent Stockholder Representatives hereunder and thereunder shall be binding upon all such Company Stockholders and their successors as if expressly confirmed and ratified in the manner set forth in writing by each of them. The Stockholder Representatives shall take any and all actions which they believe are necessary or appropriate under this Agreement and the Escrow Indemnity Agreement but not for and on behalf of such Company Stockholders, as fully as if the Company Stockholders were acting on their own behalf, including, without limitation, defending all indemnity claims pursuant to Section 8.2, consenting to, compromising or settling all such indemnity claims, conducting negotiations with respect to any amendments to Parent and the Indemnity Agent under this Agreement and the Indemnity Agreement, taking any and all other actions specified in or contemplated by this Agreement and the Escrow Indemnity Agreement, and engaging counsel, accountants or other Stockholder Representatives in connection with the foregoing matters. The Company has designated Without limiting the generality of the foregoing, the Stockholder Representatives as shall have full power and authority to interpret all the representatives of the Company’s stockholders terms and optionholders for purposes provisions of this Agreement and the Escrow Agreement, and approval of this Indemnity Agreement and the Merger by to consent to any amendment hereof or thereof on behalf of all such holders shall constitute ratification Company Stockholders and approval of such designation on the terms set forth hereinsuccessors. All decisions, actions, consents and instructions by The Persons designated to serve as the Stockholder Representatives with respect may be changed by the holders of a majority in interest of the Indemnity Fund from time to this Agreement time upon not less than 15 days’ prior written notice to Parent. No bond shall be required of the Stockholder Representatives, and the Escrow Agreement (but not with respect to any amendments hereto or thereto) Stockholder Representatives shall be binding upon all of the stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders receive no compensation for services performed under this Agreement and the Escrow Indemnity Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated Any expenses incurred by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and 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. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to 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 claims or Losses, to waive after the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection with any claims against such stockholder or optionholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any their services hereunder shall be reimbursed from the Indemnity Fund upon presentation of the transactions contemplated hereby or under any Ancillary Agreement, appropriate expense documentation as and to take all other actions that are either (i) necessary or appropriate the extent expressly provided in the judgment of the Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Indemnity Agreement. Notices or communications to or from both of the Stockholder Representatives shall constitute notice to or from the stockholders and optionholders of the Company.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. From the date hereof and Xxxxx Xxxx as the representatives without further act of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectivelyany Seller, the “Stockholder Representatives”)Representatives are hereby appointed as agents and attorneys-in-fact for each Seller, for and on behalf of each such Seller, with full power of substitution and authority to act on behalf of represent the Company’s stockholders Sellers and optionholders (only their successors with respect to their interests as stockholders and optionholders all matters arising under this Agreement, the Escrow Agreement and the Escrow Agreement) 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 Stockholder Representatives as the representatives of the Company’s stockholders and optionholders for purposes of this Agreement and the Escrow AgreementExpense Fund, 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 all actions taken by the Stockholder Representatives with respect to this Agreement and the Escrow Agreement (but not with respect to any amendments hereto or thereto) hereunder shall be binding upon all such Sellers and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and 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. By way of amplification and not limitation, as Stockholder Representativesforegoing, the Stockholder Representatives shall be authorized have full power and empoweredauthority, as agents of and on behalf of all stockholders the Sellers and optionholders their successors, to interpret all the terms and provisions of this Agreement, to assist the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders in negotiating the terms of courts and awards of arbitrators with respect to, such claims or Lossesthis Agreement, to waive after the Effective Time any breach or default condition on behalf of the Acquiror Sellers under Section 8 hereof, to terminate this Agreement on behalf of the Sellers pursuant to Section 10 hereof, to incur expenses in connection with their duties and actions hereunder as Stockholder Representatives, to expend funds to pay those expenses, to direct the Escrow Agent to disburse the Expense Fund to pay those expenses directly or Sub to reimburse one or more of any obligation the Stockholder Representatives who paid such expenses, to specify the expenses of this transaction to be performed paid by it the Company and advanced by the Buyer in accordance with Section 6.17,to require additional amounts to be added to the Expense Fund, to dispute or fail to dispute any claims of Damages against the Escrow Fund made by an indemnified party, to assert claims of Damages against any indemnifying party, to negotiate and compromise any dispute which may arise under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection sign any releases or other documents with respect to any claims against such stockholder or optionholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreementdispute, and to take all authorize delivery of any amounts pursuant to the Escrow Fund or any other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementpayments to be made with respect thereto. Notices or communications to or from both All determinations of the Stockholder Representatives shall constitute notice to or from the stockholders and optionholders of the Companybe decided by a majority thereof.

Stockholder Representatives. (ak) The parties hereto Indemnifying Persons, by executing or approving this Agreement and the transactions contemplated hereby, irrevocably agree that it is desirable to designate TA Associates Management, L.P. appoint and constitute Xxxxx Xxxxxx and Xxxx Xxxxx (and by the execution of this Agreement as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power Xxxxx Xxxxxx and Xxxx Xxxxx hereby accept of substitution to act their appointment) for and on behalf of the Company’s stockholders Indemnifying Persons as the true, exclusive and optionholders lawful agents and attorney-in-fact for and on behalf of each such Indemnifying Person to act: (only with respect to their interests i) as stockholders and optionholders Stockholder Representatives under this Agreement and the Escrow Paying Agent Agreement, and to have the right, power and authority to perform all actions (or refrain from taking any actions) to the extent and Stockholder Representatives shall deem necessary, appropriate or advisable in the manner set forth in connection with, or related to, 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 Stockholder Representatives as the representatives of the Company’s stockholders and optionholders for purposes of this Paying Agent Agreement and the Escrow Agreementtransactions contemplated hereby and thereby; (ii) in the name, place and approval stead of this Agreement each Company Stockholders (A) in connection with the Merger 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 Stockholder Representatives 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 stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction transactions contemplated by this Agreement and in all communications accordance with the Acquiror terms and the Subprovisions of this Agreement, and the Acquiror (B) in any proceeding involving this Agreement, to do, or refrain from doing, all such further acts and Sub shall be entitled to rely on things, necessary, appropriate or advisable in connection with any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders foregoing, including execute and optionholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any deliver all such decision, act, consent or instruction. By way of amplification and not limitation, documents as Stockholder Representatives, the Stockholder Representatives shall be authorized deem necessary or appropriate in connection with the Merger, including this Agreement or agreeing to any modification or amendment of this Agreement in accordance with Section 9.10 or the Paying Agent Agreement and empoweredexecuting and delivering an agreement of such modification or amendment. Without derogating from the generality of the foregoing, as agents of and on behalf of all stockholders and optionholders of the Company date hereof the Stockholder Representatives shall have the right, power and authority to: (only with respect to their interests as stockholders and optionholdersi) to give and receive notices and communications as provided hereincommunications, executed by the Stockholder Representatives (ii) authorize delivery to Parent Indemnitees of the applicable portion of the Earn-Out Payment Amount or supplemental indemnification amounts, if any, in satisfaction of claims by Indemnified Parties, (iii) object to any Acquiror Indemnification Claimssuch deliveries, to (iv) agree to, negotiate, defend, resolve, enter into settlements and compromises of, and demand arbitration any suit, proceeding, claim or dispute under this Agreement or the Paying Agent Agreement on behalf of the Indemnifying Persons and comply with orders of courts and awards of arbitrators with respect to such claims, (v) to agree to, such claims or Lossesnegotiate, enter into and provide amendments and supplements to waive after and waivers in respect of this Agreement and the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Paying Agent Agreement, to receive service of process on behalf of each stockholder (vi) retain legal counsel, accountants, consultants, advisors and optionholder of the Company other experts, and incur any other reasonable expenses, in connection with any claims against such stockholder all matters and things set forth or optionholder arising under or in connection necessary with respect to this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreement and the Ancillary Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby and thereby; (vii) apply the Rep Reimbursement Amount to the payment of (or under any Ancillary reimbursement of the Stockholder Representatives for) expenses and liabilities which the Stockholder Representatives may incur pursuant to this Agreement, ; and (viii) to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of any or all of the foregoing or (ii) specifically mandated foregoing. The identity of the Stockholder Representatives may be changed by the terms holders of this Agreementa majority of the Proportionate Indemnification Share (the “Majority Holders”) from time to time upon not less than fifteen (15) days’ prior written notice to all of the Indemnifying Persons and to Parent. Each of the Stockholder Representatives may resign from his position by providing a 15-day prior written notice to the Indemnifying Persons and in such case, or in the case of death, disability, or inability of such Stockholder Representatives, the Majority Holders shall, within fifteen (15) days from such event, appoint a replacement Stockholder Representatives and notify Parent. No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for his services. Notices or communications to or from both of the Stockholder Representatives shall constitute notice to or from the stockholders and optionholders each of the CompanyIndemnifying Persons. Any and all decisions, acts, consents or instructions made or given by the Stockholder Representatives in connection with this Agreement or the Paying Agent Agreement shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each and every Company Stockholder Holder, and the Parent shall be entitled to rely upon any such decision, act, consent or instruction of the Stockholder Representatives, provided that as long as there are more than one Person performing the role of the Stockholder Representatives, such decision, act, consent or instruction are evidenced by a document jointly executed by such Stockholder Representatives . This power of attorney is coupled with an interest and is irrevocable.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates ManagementAny decision, L.P. and Xxxxx Xxxx as the representatives act, consent, or instruction of the Company’s stockholders and optionholders and their attorneys in fact (each Stockholder Representatives shall constitute a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power decision of substitution to act on behalf all of the Company’s stockholders Holders and optionholders (only with respect to their interests as stockholders shall be final binding and optionholders under this Agreement conclusive upon each Holder. Parent and the Escrow Agreement) Surviving Company shall be entitled to the extent rely on such appointment 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 treat the Stockholder Representatives as the duly appointed representatives for the Holders. If any Stockholder Representative shall be unable to serve, the remaining Stockholder Representative shall appoint a replacement therefor, and if at any time only one Stockholder Representative is then serving, then such Stockholder Representative is authorized to act alone pursuant to this Section 9.4. Each Stockholder Representative, by execution hereof, confirms such appointment and authority and acknowledges that, in acting as the representative of the Company’s stockholders and optionholders for purposes of this Agreement and Holders, the Escrow AgreementStockholder Representatives may rely upon, and approval shall not be liable to any Holder for acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificates, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond other paper or document reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. No Stockholder Representative shall incur any liability to any Holder with respect to any action taken or suffered by him in his capacity as Stockholder Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized. In addition, no Stockholder Representative shall incur any liability to any Holder for any action or inaction except his own fraud or willful misconduct. Each Stockholder Representative may perform his duties as Stockholder Representatives either directly or by or through his agents or attorneys and no Stockholder Representative shall be responsible to any other Holder for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by him hereunder or for any action or inaction by any other Stockholder Representative. Adoption of this Agreement and the Merger by such the requisite vote of the holders of the Company Common Stock and Company Preferred Stock shall constitute ratification and approval the agreement of such designation on (a) all Holders to the terms set forth herein. All decisionsand provisions of this Agreement including, actionswithout limitation, consents this Section 9.4, (b) each Holder to defend, indemnify and instructions hold harmless, severally and not jointly (based upon the pro rata portion of the Aggregate Merger Consideration to which such Holder is entitled pursuant to this Agreement), each Stockholder Representative from, against and in respect of any and all claims, liabilities, obligations, costs, expenses, deficiencies and damages incurred, sustained, suffered, paid or payable by such Stockholder Representative in connection with acting as a Stockholder Representative and any action or inaction taken by the Stockholder Representatives 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 stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and other than any such claims, liabilities, costs, expenses or damages to the Escrow Agreementextent arising from such Stockholder Representative's fraud or willful misconduct, and no such stockholder shall have (c) each Holder to waive any and all claims, known or unknown, or conflicts of interest arising out of or relating to the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Stockholders Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement being appointed officers and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction directors of the Company’s stockholders and optionholders, and the Acquiror and 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. By way Surviving Company and/or of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, to 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 claims or Losses, to waive after the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection with any claims against such stockholder or optionholder arising under or in connection with this Agreement, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from both of the Stockholder Representatives shall constitute notice to or from the stockholders and optionholders of the CompanyParent.

Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates ManagementSofinnova Management V 2005, L.P. LLC and Xxxxx Xxxx as the representatives of the Company’s stockholders X. Xxxxxxxx, M.D. (such Persons and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, any successor or successors to such Persons being the “Stockholder Representatives”)) shall act as the representative of the holders of Company Stock, with full power of substitution and is authorized to act on behalf of the Company’s stockholders Stockholders, Warrantholders and optionholders (only with respect Eligible Optionholders and to their interests as stockholders take any and optionholders all actions required or permitted to be taken by the Stockholder Representatives under this Agreement and the Escrow Agreement) to the extent and in the manner set forth in this Agreement and the Escrow Agreement but not other Transaction Documents with respect to any amendments claims (including the settlement thereof) made by a Parent Indemnified Party or a Company Stockholder (as the case may be) for indemnification pursuant to this Article 10 and with respect to any actions to be taken by the Stockholder Representatives pursuant to the terms of this Agreement or the Escrow Agreement. The Company has designated other Transaction Documents (including, without limitation, the Stockholder Representatives as the representatives exercise of the Company’s stockholders and optionholders 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 Stockholder Representatives 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 stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and 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. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Indemnification Claims, power to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators or arbiters with respect to, such claims or Losses, to waive after the Effective Time any breach or default of the Acquiror or Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each stockholder and optionholder of the Company in connection with any claims against such stockholder or optionholder arising under or for indemnification). After the Closing, in connection with all matters relating to this AgreementAgreement and the other Transaction Documents, any document or instrument provided for hereby (other than Employment Agreements, Non-Competition Agreements and Non-Solicitation Agreements) or any of the transactions contemplated hereby or under any Ancillary Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representatives for shall be the accomplishment only party entitled to assert the rights of the foregoing Stockholders, Warrantholders and Eligible Optionholders, and the Stockholder Representatives shall perform all of the obligations of the Stockholders, Warrantholders and Eligible Optionholders hereunder. A decision, act, consent, or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from both statement of the Stockholder Representatives shall constitute notice to a decision, act, consent or from the stockholders and optionholders statement of the CompanyStockholders, Warrantholders and Eligible Optionholders and shall be final, binding and conclusive upon each Company Stockholder, and the Parent Indemnified Parties shall be entitled to rely on all such decisions, acts, consents and statements of the Stockholder Representatives. Parent is hereby relieved from any liability to any Person for acts done by it in accordance with such decision, act, consent or statement of the Stockholder Representatives.