TopCo Shareholder Representative definition

TopCo Shareholder Representative shall have the meaning ascribed to such term in the Transaction Agreement;

TopCo Shareholder Representative shall have the meaning set forth in ‎Section 9.10(a)(x).

TopCo Shareholder Representative means the Topco directors other than those directors designated pursuant to Section 9.8(b) or designated for nomination by Polaris or its Affiliates or assignees (such directors not nominated by Polaris or its Affiliates or assignees, the “TSR Directors”). Any action under this ‎Section 9.10 shall be taken by the TSR Directors. A committee established by the Topco board of directors consisting of two Meteor designees, the Topco chief executive officer, two Independent Directors and the Topco tax director shall investigate and present to the TSR Directors a report setting forth facts and relevant materials and information in respect of any actions to be taken under this ‎Section 9.10. The TSR Directors shall make any determination contemplated by this ‎Section 9.10 by majority vote of all such directors then in office and will not be bound by any recommendation of such committee. For the avoidance of doubt, the TSR Directors shall be permitted to make any determination contemplated by this ‎Section 9.10 only by written consent or by resolution at a meeting of those directors (which meeting could be a portion of a Topco board meeting so long as the directors other than the TSR Directors excuse themselves from that portion of the meeting) as certified by the Secretary of Topco.