Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxxx Xxxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the transactions contemplated by this Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually); (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders. The Stockholder Representative accepts its appointment hereunder.
Appears in 1 contract
Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date For purposes of this Agreement, Xxxx Xxxxxxx each Company Equityholder, without any further action on the part of any such Company Equityholder other than the Required Stockholder Consent, be deemed (together with his permitted successorsby virtue of such Company Equityholder’s acceptance of any consideration paid pursuant to this Agreement or, as applicable, the “Stockholder Representative”)execution and delivery of the Omnibus Option Cancellation and Release Agreement) irrevocably consents to the appointment of The Resolute Fund III, L.P. as his, her or its true and lawful agent the representative and attorney-in-fact for and on behalf of such Company Equityholder (in its capacity as such, the “Company Equityholder Representative”), with full power of substitution, to enter into act in the name, place and stead of such Company Equityholder for purposes of taking any Related and all actions and making of any decisions required or permitted to be taken by the Company Equityholder Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to (i) execute this Agreement, any Ancillary Agreement and any other agreement in connection with the transactions contemplated by this Agreementagreements, documents and certificates pursuant to such agreements, including all amendments to such agreements, and to: (i) give and receive notices and communications take all actions required or permitted to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreementbe taken under such agreements, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually); (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or resolve, agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect toto indemnification or other claims, such claims; (viii) assert, negotiate, enter into settlements receive and compromises of, forward notices and agree communications pursuant to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party this Agreement and any such Stockholder, in each case relating to this Agreement, the Escrow Ancillary Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (viiiv) take all other actions necessary necessary, desirable or appropriate in the judgment of the Stockholder Company Equityholder Representative for the accomplishment of the foregoingforegoing and all of the other terms, in each case without having conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. The Resolute Fund III, L.P. hereby accepts its appointment as the Company Equityholder Representative. All decisions, actions, consents and instructions of the Company Equityholder Representative shall be final and binding upon all the Company Equityholders, and no Company Equityholder shall have any right to seek object, dissent, protest or obtain otherwise contest the same, except for intentional fraud or willful misconduct. Neither Parent nor Merger Sub shall have the right to object, dissent, protest or otherwise contest the authority of the Company Equityholder Representative. The approval of this Agreement by the requisite vote or written consent of any Person under any circumstancethe Company Equityholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof binding upon the Company Equityholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders Each of a majority in interest of the Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, Merger Sub and the Stockholder Surviving Corporation are entitled to (i) rely on the Company Equityholder Representative shall receive no compensation for its services. Notices with respect to all actions taken or communications required to or from be taken on behalf of any Company Equityholder in connection with this Agreement and any Ancillary Agreement and (ii) give notice only to the Stockholder Company Equityholder Representative and such notice shall constitute notice to or from each of the Stockholders. The Stockholder Representative accepts its appointment hereunderCompany Equityholder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sonic Automotive Inc)
Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the StockholdersCompany Equityholders, each Stockholder Company Equityholder (regardless of whether or not such Stockholder Company Equityholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxxx Xxxxxxx Shareholder Representative Services LLC (together with his its permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the transactions contemplated by this Agreement, and to, after the Closing: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually)thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder Company Equityholder or by any such Stockholder Company Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such StockholderCompany Equityholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) to the extent permitted by applicable Law, amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may resign at any time. The Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative after the Closing shall constitute notice to or from each of the StockholdersCompany Equityholders. The Stockholder Representative accepts its appointment hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (American Well Corp)
Appointment Authority. By For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the Merger by the Stockholderstransactions contemplated 95 Table of Contents hereby, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of including the Merger, whether at a meeting such Company Equityholder’s execution of an Option Letter of Transmittal or by written consent in lieu thereof) hereby initially appointsStock Letter of Transmittal, as applicable, and/or such Company Equityholder’s acceptance of the date of any consideration pursuant to this Agreement) to have irrevocably consented, Xxxx Xxxxxxx (together with his permitted successorsto the appointment of Inventus Intermediate, LLC as the “Stockholder Representative”), as his, her or its true and lawful agent representative and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”), with full power of substitution, to enter into act in the name, place and stead of such Company Equityholder for purposes of taking any Related Agreement and all actions and making any other agreement in connection with decisions required or permitted to be taken by the transactions Equityholder Representative under or contemplated by this AgreementAgreement and the Ancillary Agreements, and including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to execute this Agreement, the Escrow any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or any of the transactions consents to such agreements, and other matters contemplated hereby take all actions required or thereby (except permitted to the extent that this Agreement or the Escrow Agreement expressly contemplates that any be taken under such notice or communication shall be given or received by such Stockholders individually)agreements; (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or resolve, agree to, negotiate, enter into settlements settlements, releases and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such indemnification or other claims; (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company Optionholders, the expense of which engagements shall be borne by the Company Equityholders, (v) assertconsent to release of payments to Parent, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; receive payments and escrow releases and (vii) take all other actions necessary necessary, desirable or appropriate in the judgment of the Stockholder Equityholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest foregoing and all of the Escrow Amount upon not less than ten (10) days’ prior written notice to Parent other terms, conditions and with Parent’s written consentlimitations of this Agreement, which shall not be unreasonably withheldany Ancillary Agreement and any other agreements, conditioned or delayeddocuments and certificates pursuant thereto. No bond shall be required of the Stockholder RepresentativeInventus Intermediate, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders. The Stockholder Representative LLC hereby accepts its appointment hereunderas the Equityholder Representative. All decisions, actions, consents or instructions of or any compromises or settlement of any matter by the Equityholder Representative shall be final and binding upon and fully enforceable against all the Company Equityholders, and Parent and the Surviving Corporation may rely upon any such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative as being the decision, act, consent, instruction, compromise or settlement of each such Company Equityholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent, instruction, compromise or settlement of the Equityholder Representative.
Appears in 1 contract
Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxxx X. Xxxxxxx (together with his its permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the transactions contemplated by this Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually)thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.410.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) to the extent permitted by applicable Law, amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders. The Stockholder Representative accepts its appointment hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Citrix Systems Inc)
