Appointment and Authority of Designated Purchaser Sample Clauses
Appointment and Authority of Designated Purchaser. Each of the Investors and each other Person constituting a Holder hereunder hereby irrevocably constitutes and appoints the Designated Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Holder and in the name of the Holder or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement. The Designated Purchaser shall have full discretion and authority, without consultation with the Holders, to accept and give notices on behalf of the Holders, to communicate with the Holders at such times and in such manner as the Designated Purchaser in its discretion determines is appropriate and to grant extensions of deadlines or waive any of the Company’s obligations set forth in Sections 2 and 3 hereof. The Designated Purchaser shall not have discretion or authority to exercise any investment discretion over the Notes, including causing the conversion of any Notes or exercise of any Warrants, absent a Holder’s express written authority. The Investors and the other Persons constituting Holders hereunder hereby indemnify and hold harmless the Designated Purchaser for any and all damages and liability which results from the Designated Purchaser’s service in this capacity to the full extent as provided under the Note Agreement, and in connection therewith hereby expressly incorporate herein by this reference Section 10 of the Note Agreement.