Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. (a) Upon approval of this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company and the execution and delivery of this Agreement by the Company, Buyer and the Stockholders’ Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative, as such Securityholder’s agent and attorney-in-fact, with full power and authority in the name of and for and on behalf of such Securityholder, to serve as the Stockholders’ Representative under this Agreement and to exercise the power and authority granted to or required by the Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. All decisions, acts, consents or instructions of the Stockholders’ Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder in the event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, and shall be indemnified by the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.

Stockholders’ Representative. (a) Upon approval of this Agreement by the The stockholders of the Company Company, by approving and adopting this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint the Stockholders’ Representative as their agent and attorney-in-fact for purposes of Section 8 and the Escrow Agreement, and consent to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to the Indemnified Parties of cash or shares of Parent Common Stock, as applicable, out of the Escrow Fund in accordance satisfaction of claims by the Indemnified Parties. The Stockholders’ Representative hereby agrees to negotiate, enter into settlements and compromises of Claims, including third-party Claims, and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such Claims, resolve any Claim made pursuant to Section 8; and take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Xxxxxxx Xxxxxxx hereby accepts his appointment as the Stockholders’ Representative for purposes of Section 8 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the DGCL Stockholders’ Representative on all matters relating to Section 8 and the Organizational Documents Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of the any kind whatsoever) on any document executed or purported to be executed on behalf of any Company and the execution and delivery of this Agreement stockholder by the Company, Buyer and the Stockholders’ Representative, each Securityholder without and on any further other action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including taken or purported to be taken on behalf of any replacement of Company stockholder by the Stockholders’ Representative, as such Securityholder’s agent and attorney-in-fact, with full power and authority in the name of and for and on behalf of such Securityholder, to serve as the Stockholders’ Representative under this Agreement and to exercise the power and authority granted to or required by the Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. All decisions, acts, consents or instructions of the Stockholders’ Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Securityholder and shall be final conclusive and fully binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of such Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder in the event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, and shall be indemnified by the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreementstockholder.

Stockholders’ Representative. (a) Upon By virtue of voting in favor of the adoption and approval of this Agreement by Agreement, the stockholders approval of the Company principal terms of the Merger, and the consummation of the Merger or participating in accordance the Merger and receiving the benefits thereof, including the right to receive Consideration Common Stock pursuant to this Agreement, or by executing and delivering a Letter of Transmittal in connection with the DGCL Transactions, each Indemnifying Stockholder shall be deemed to have nominated, constituted and appointed, and does hereby irrevocably nominate, constitute and appoint Xxxxxxxxxxx X. Xxxxxx, as the representative, agent and true and lawful attorney in fact of the Indemnifying Stockholders, for all purposes in connection with this Agreement and the Organizational Documents other Transaction Documents, with full power of substitution, to act in the name, place and stead of the Company Indemnifying Stockholders for purposes of executing any documents and taking any actions that the execution and delivery of this Agreement by the CompanyStockholders’ Representative may, Buyer and in the Stockholders’ Representative’s sole discretion, each Securityholder without any further action therebydetermine to be necessary, irrevocably hereby consents, designates and appoints desirable or appropriate in connection with the Transactions. The Stockholders’ Representative, including any replacement of the Stockholders’ Representative, Representative shall be constituted and appointed as such Securityholder’s agent and attorney-in-fact, with full power and authority in the name of and fact for and on behalf of such Securityholderthe Indemnifying Stockholders and shall have full power authority to represent, to serve as give and receive notices and communications, to object to such deliveries, 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, to act on such Indemnifying Stockholders behalf with respect to the matters set forth in this Section 7, including giving and receiving all notices and communications to be given or received with respect to the matters set forth herein and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative under for the interpretation of this Agreement and accomplishment of the foregoing. The Stockholders’ Representative shall have no liability to exercise the power and authority granted to any Indemnifying Stockholders, for any action taken or required not taken, decision made or instruction given by the Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. All decisionsAgreement; provided, actshowever, consents or instructions of that the Stockholders’ Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of Company Capital Stock immediately prior liable to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder Indemnifying Stockholders in the event of the death gross negligence, fraud or disability of any Stockholder) shall promptly appoint a substitute intentional misconduct. The Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent may also refrain from taking any such actions in its sole discretion. Without limiting the generality of such action. As between the Stockholders’ Representative and the Securityholdersforegoing, the Stockholders’ Representative shall not be liable for, have full power and shall be indemnified by authority to interpret all the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities terms and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination provisions of this Agreement and to consent to any amendment hereof for, in the Escrow Agreementname and on behalf of all such Indemnifying Stockholders and such successors.

Stockholders’ Representative. (a) Upon approval of The Company Stockholders, by adopting this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company Escrow Agreement, and the execution transactions contemplated hereby and delivery of this Agreement by the Companythereby, Buyer and hereby irrevocably appoint the Stockholders’ Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative, Representative as such Securityholder’s their agent and attorney-in-fact, with full power and authority in the name fact for purposes of and for and on behalf of such Securityholder, to serve as the Stockholders’ Representative under this Agreement and the Escrow Agreement, and consent to exercise the power and authority granted to or required taking by the Stockholders’ Representative hereunder of any and all actions and the making of any decisions required or permitted to be taken by it under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or (including without limitation the authority to prepare the Closing Merger Consideration Spreadsheet, the OUS Consideration Spreadsheet, the PMA Consideration Spreadsheet, the Outstanding Consideration Spreadsheet and the Tax Grant Consideration Spreadsheet, as applicable, authorize the delivery of the Parent Common Stock Certificates to the Company Stockholders, authorize delivery to Parent of the Escrow Shares in satisfaction of Claims by Parent, enter into settlements and compromises of and demand arbitration and to comply with orders of courts and awards of arbitrators with respect to such Claims, to resolve any document delivered Claim made pursuant to Article XI hereof, to agree to, negotiate and enter into settlements and compromises with respect to the Contingent Merger Shares, and to take all actions necessary in the judgment of the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and thingsfor the accomplishment of the foregoing). Essex Woodlands Health Ventures, and execute all such documents Inc. hereby accepts its appointment as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by for purposes of this Agreement and the Ancillary AgreementsEscrow Agreement. All decisions, acts, consents or instructions of the Stockholders’ Representative may be relied upon by any third party as being the A decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder in the event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, constitute a decision of the Company Stockholders and shall be indemnified by final, binding and conclusive upon the Securityholders against any good faith error of judgment on Company Stockholders. Parent, and its Affiliates and Representatives, and the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection Escrow Agent shall be entitled to deal exclusively with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights Representative on all matters relating to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document, instrument or certificate executed or purported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as fully binding upon such Company Stockholder. Parent, and its Affiliates and Representatives, and the Escrow Agent 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 the Stockholders’ Representative.

Stockholders’ Representative. (a) Upon approval The holders of Company Capital Stock, by approving this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of transactions contemplated hereby, including the Company Merger, and the execution and delivery of this Agreement Management Contributors, by the Companyaccepting their respective Change in Control Payments, Buyer and hereby irrevocably appoint Laurel Services, LLC as the Stockholders’ Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates Representative and appoints authorize the Stockholders’ RepresentativeRepresentative to take, including any replacement of and consent to the Stockholders’ RepresentativeRepresentative taking, as such Securityholder’s agent and attorney-in-fact, with full power and authority in the name of and following actions for and on behalf of such Securityholderholders of Company Capital Stock and the Management Contributors following the Closing: (i) to give and receive notices and communications; (ii) to take any and all actions relating to claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder; (iii) to serve as authorize delivery to Parent of a portion of the Stockholders’ Representative under this Agreement and to exercise the power and authority granted to or required Escrow Fund in satisfaction of claims by the Stockholders’ Representative hereunder or under the Escrow Agreement Indemnitees; (iv) to object to such deliveries; (v) 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; (vi) to take all other actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto this Agreement and in the Escrow Agreement; (vii) to do or refrain from doing execute and deliver all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with desirable to carry out the transactions intent of this Agreement and any other documents and agreements contemplated by this Agreement (including the Escrow Agreement); (viii) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement (including the Ancillary Agreements. All decisionsEscrow Agreement); (ix) to amend, acts, consents modify or instructions waive provisions of this Agreement (subject to Section 9.2 and Section 9.3) or any of the other related agreements to which the Stockholders’ Representative may be relied upon by is a party; (x) to engage, employ or appoint any third party as being the decisionagents or representatives (including attorneys, act, consent or instruction of every Securityholder accountants and shall be final conclusive and binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of consultants) to assist the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder in the event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, and shall be indemnified by the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection complying with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights obligations; and (xi) to indemnification shall survive take all actions necessary or appropriate in the resignation or removal judgment of the Stockholders’ Representative or any member for the accomplishment of the Advisory Group foregoing. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all such matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any holder of Company Capital Stock or Management Contributor by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any holder of Company Capital Stock or Management Contributor by the Stockholders’ Representative, as being fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the holders of Company Capital Stock and the Closing and/or Management Contributors. Any decision or action by the Stockholders’ Representative hereunder, including any termination agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of this Agreement any claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder, shall constitute a decision or action of all holders of Company Capital Stock and all Management Contributors and shall be final, binding and conclusive upon each such Person. No holder of Company Capital Stock or Management Contributor shall have the Escrow Agreementright to object to, dissent from, protest or otherwise contest the same.

Stockholders’ Representative. (a) Upon The Principal Stockholders, by virtue of their approval of this Agreement by the stockholders Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Company in accordance Effective Time, Xxxxxxx X. Xxxx (together with his permitted successors, the DGCL and the Organizational Documents of the Company and the execution and delivery of this Agreement by the Company, Buyer and the Stockholders’ "Stockholder Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative"), as such Securityholder’s their true and lawful agent and attorney-in-fact, with full power and authority in the name of and for and on behalf of such Securityholder, fact to serve as the Stockholders’ Representative under this Agreement and to exercise the power and authority granted to or required by the Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Ancillary Agreements. All decisionsEscrow Agreement, acts, consents to exercise all or instructions any of the Stockholders’ Representative powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Parent or the Merger Sub may be relied upon entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by any third party him in connection with his obligations under this Agreement (i) with the consent of Principal Stockholders who, as being of the decisiondate of this Agreement, act, consent owned a majority in number of the outstanding shares of Company Common Stock owned by the Principal Stockholders or instruction (ii) in the absence of every Securityholder and his own gross negligence or wilful misconduct. If the Stockholder Representative shall be final conclusive and binding upon each Securityholder. In the event of the deathunable or unwilling to serve in such capacity, physical or mental incapacity or resignation of the Stockholders’ Representative or any his successor Stockholders’ Representative, the shall be named by Principal Stockholders holding a majority of the issued outstanding shares of Company Capital Common Stock immediately prior to owned by the Principal Stockholders at the Effective TimeTime who shall serve and exercise the powers of Stockholder Representative hereunder. For purposes of this Agreement, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder "Principal Stockholders" shall be those natural persons identified in the event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable Escrow Agreement as being parties to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, and shall be indemnified by the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.