The Holder Representative. (a) Each Holder, by its acceptance of the benefits under this Agreement, authorizes, directs and appoints the Holder Representative to act as its sole and exclusive agent, attorney-in-fact and representative of such Holder, and authorizes and directs the Holder Representative to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses for the account of the Holders and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Holder Representative or the Holders, (ii) exercise such other rights, powers and authority as are authorized, delegated or granted to the Holder Representative hereunder and (iii) exercise such rights, powers and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, powers or authority, and any decision or determination made by the Holder Representative consistent therewith, shall be absolutely and irrevocably binding on each Holder as if such Holder personally had taken such action, exercised such rights, powers or authority or made such decision or determination in such Holder's individual capacity. Notwithstanding any other provision of this Agreement, each Holder irrevocably relinquishes its right to act independently and other than through the Holder Representative, except as expressly provided for under this Agreement. The Holder Representative hereby accepts the foregoing authorization and appointment and agrees to serve as the Holder Representative in accordance with this Agreement.
The Holder Representative. The Company hereby designates and appoints Gxxxx Xxxxx (the “Holder Representative”) as representative for the Holders to perform all such acts as are required, authorized or contemplated by this Section 9 to be performed by any such person and hereby acknowledges that the Holder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Section 9 by such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Such person hereby authorizes the other parties hereto to disregard any notice or other action taken by such person pursuant to this Section 9 except for the Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Holder Representative and are and will be entitled and authorized to give notices only to the Holder Representative for any notice contemplated by this Section 9 to be given to any such person. Notwithstanding the foregoing, the Holder Representative agrees that, before taking any action that would adversely affect any Holder, the Holder Representative shall give notice to and obtain consent from any such Holder. In the event the Holder Representative ceases to own Shares or dies, a successor to the Holder Representative may be chosen by a majority in interest of the Shares held by the Holders, provided that notice thereof is given by the new Holder Representative to the Buyer.
The Holder Representative
