Common use of Appointment of Holders’ Representative Clause in Contracts

Appointment of Holders’ Representative. (a) For purposes of (i) confirming or disputing the Company’s calculation of Gross Revenue, Net Revenues, Default Interest or the amount of any Principal Payment or Interest Payment pursuant to this Indenture or any Note, and entering into settlements and compromises in respect of any such dispute, (ii) subject to 9.08(d), engaging counsel, accountants or other advisors in furtherance thereof, including in connection with any proceeding to resolve a dispute related to the Company’s calculation of Net Revenues pursuant to this Indenture or the amount of any Principal Payment or Interest Payment, (iii) to give and receive notices, communications and consents under this Indenture on behalf of the Holders and (iv) to do any and all things and to take any and all action that the Holders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Indenture to enforce the rights of the Holders, the Holders’ Representative is hereby appointed, authorized and empowered, in each case subject to the rights and obligations of the Trustee set forth in this Indenture and the requirements of the Trust Indenture Act, and to the extent permitted by this Indenture and applicable law, including by virtue of a Holder’s receipt and ownership of a Note, and without any further action of any of the Holders or the Company, to be the exclusive representative, exclusive agent and attorney-in-fact of the Holders, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for the Holders at any time and in connection with, and that may be necessary or appropriate to accomplish the intent and to implement the provisions of, this Indenture, and such appointment and the powers, immunities and rights to indemnification granted to the Holders’ Representative Group hereunder: (a) are coupled with an interest and may not be revoked in whole or in part, (b) shall survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto and (c) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the Payments. All actions taken by the Holders’ Representative under this Indenture shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Holders’ Representative taken in good faith under this Indenture are waived. Notwithstanding the foregoing, the Holders’ Representative shall have no obligation to act on behalf of the Holders, except as expressly provided herein. By executing this Indenture, the Holders’ Representative accepts such appointment, authority and power.

Appointment of Holders’ Representative. By executing this Agreement or accepting any consideration as contemplated by ‎Article III of the Merger Agreement, Stockholder irrevocably appoints, authorizes and empowers the transaction committee of the board of directors that approved the transactions contemplated by the Merger Agreement (athe “Holder Representative”) For purposes to act as a representative for the benefit of the pre-Closing Company Stockholders (each, a “Pre-Closing Holder”, and collectively, “Pre-Closing Holders”), including Stockholder, as the sole and exclusive agent and attorney-in-fact to act on behalf of each Pre-Closing Holder, including Stockholder, in connection with, and to facilitate the consummation of, the transactions contemplated by this Agreement, the Merger Agreement and any Ancillary Agreements, which shall include (without limitation) the power and authority to: (i) confirming or disputing the Company’s calculation of Gross Revenue, Net Revenues, Default Interest or the amount of any Principal Payment or Interest Payment pursuant to this Indenture or any Noteexecute and deliver, and entering into settlements receive deliveries of the Merger Agreement and compromises any Ancillary Agreements (with such modifications or changes herein or therein as to which the Holder Representative, in respect of any such disputeits sole and absolute discretion, shall have consented); (ii) subject interpret the terms and provisions of the Merger Agreement and the documents to 9.08(d)be executed and delivered in connection therewith; (iii) execute and deliver, engaging counseland receive deliveries of, accountants or other advisors in furtherance thereofexecute and deliver such amendments, including modifications, waivers and consents in connection with the Merger Agreement and any proceeding to resolve a dispute related Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable; (iv) receive service of process; (v) make any calculations and determinations and settle any matters on behalf of all Pre-Closing Holders; (vi) issue notices and instructions to the Company’s calculation Exchange Agent in accordance with the terms of Net Revenues pursuant to this Indenture the Merger Agreement and any applicable Ancillary Agreements; (vii) assert or the amount of any Principal Payment or Interest Payment, (iii) to give and receive notices, communications and consents under this Indenture pursue on behalf of the Pre-Closing Holders any Action or investigation against any of the other parties to the Merger Agreement or any Ancillary Agreement, consenting to, compromising or settling any such Actions or investigations, conducting negotiations with any of the other parties to the Merger Agreement or any Ancillary Agreement and their respective Representatives regarding such Action or investigations, and, in connection therewith, to: (A) assert or institute any Action or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (ivC) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation; and (viii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holders’ Holder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Indenture to enforce the rights of the Holders, the Holders’ Representative is hereby appointed, authorized and empowered, in each case subject to the rights and obligations of the Trustee set forth in this Indenture and the requirements of the Trust Indenture Act, and to the extent permitted by this Indenture and applicable law, including by virtue of a Holder’s receipt and ownership of a Note, and without any further action of any of the Holders or the Company, to be the exclusive representative, exclusive agent and attorney-in-fact of the Holders, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for the Holders at any time and in connection with, and that may be necessary or appropriate to accomplish the intent and to implement the provisions of, this Indenture, and such appointment and the powers, immunities and rights to indemnification granted to the Holders’ Representative Group hereunder: (a) are coupled with an interest and may not be revoked in whole or in part, (b) shall survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto and (c) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the Payments. All actions taken transactions contemplated by the Holders’ Representative under this Indenture shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, Merger Agreement and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Holders’ Representative taken in good faith under this Indenture are waived. Notwithstanding the foregoing, the Holders’ Representative shall have no obligation to act Ancillary Agreements on behalf of the HoldersPre-Closing Holders (but, except as expressly provided herein. By executing this Indenturein each case, subject to the Holders’ Representative accepts such appointment, authority terms and powerconditions hereunder and thereunder).

Appointment of Holders’ Representative. By executing this Agreement or accepting any consideration as contemplated by ‎Article 2 of the Merger Agreement, subject to Section 12 below, Stockholder irrevocably appoints, authorizes and empowers Xxxxxxx Xxxxx to act as a representative for the benefit of the Pre-Closing Holders, including Stockholder, as the sole and exclusive agent and attorney-in-fact to act on behalf of each Pre-Closing Holder, including Stockholder, in connection with, and to facilitate the consummation of, the transactions contemplated by this Agreement, the Merger Agreement, including pursuant to any Ancillary Documents, which shall include (awithout limitation) For purposes of the power and authority to, subject to Section 12 below: (i) confirming or disputing the Company’s calculation of Gross Revenue, Net Revenues, Default Interest or the amount of any Principal Payment or Interest Payment pursuant to this Indenture or any Noteexecute and deliver, and entering into settlements receive deliveries of the Merger Agreement and compromises any Ancillary Documents (with such modifications or changes herein or therein as to which the Holder Representative, in respect of any such disputeits sole and absolute discretion, shall have consented); (ii) subject interpret the terms and provisions of the Merger Agreement and the documents to 9.08(d)be executed and delivered in connection therewith; (iii) execute and deliver, engaging counseland receive deliveries of, accountants execute and deliver such amendments, modifications, waivers and consents in connection with the Merger Agreement any Ancillary Document or other advisors the consummation of the transactions contemplated hereby or thereby as the Holder Representative, in furtherance thereofits sole discretion, may deem necessary or desirable; (iv) receive service of process; (v) make any calculations and determinations and settle any matters on behalf of all Pre-Closing Holders (including in connection with any proceeding to resolve a dispute related ‎Section 2.6 or ‎Section 8.20 of the Merger Agreement); (vi) issue notices and instructions to the Company’s calculation Exchange Agent in accordance with the terms of Net Revenues pursuant to this Indenture the applicable Ancillary Documents; (vii) assert or the amount of any Principal Payment or Interest Payment, (iii) to give and receive notices, communications and consents under this Indenture pursue on behalf of the Pre-Closing Holders any Proceeding or investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (ivC) file and prosecute appeals from any decision, judgment or award rendered in any such Proceeding or investigation; and (viii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holders’ Holder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Indenture to enforce the rights of the Holders, the Holders’ Representative is hereby appointed, authorized and empowered, in each case subject to the rights and obligations of the Trustee set forth in this Indenture and the requirements of the Trust Indenture Act, and to the extent permitted by this Indenture and applicable law, including by virtue of a Holder’s receipt and ownership of a Note, and without any further action of any of the Holders or the Company, to be the exclusive representative, exclusive agent and attorney-in-fact of the Holders, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for the Holders at any time and in connection with, and that may be necessary or appropriate to accomplish the intent and to implement the provisions of, this Indenture, and such appointment and the powers, immunities and rights to indemnification granted to the Holders’ Representative Group hereunder: (a) are coupled with an interest and may not be revoked in whole or in part, (b) shall survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto and (c) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the Payments. All actions taken transactions contemplated by the Holders’ Representative under this Indenture shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, Merger Agreement and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Holders’ Representative taken in good faith under this Indenture are waived. Notwithstanding the foregoing, the Holders’ Representative shall have no obligation to act Ancillary Documents on behalf of the HoldersPre-Closing Holders (but, except as expressly provided herein. By executing this Indenturein each case, subject to the Holders’ Representative accepts such appointment, authority terms and powerconditions hereunder and thereunder).

Appointment of Holders’ Representative. (a) For purposes of (i) confirming or disputing the Company’s calculation of Gross Revenue, Net Revenues, Default Interest or the amount of any Principal Payment or Interest Payment pursuant to this Indenture or any Note, and entering into settlements and compromises in respect of any such dispute, (ii) subject to 9.08(d), engaging counsel, accountants or other advisors in furtherance thereof, including in connection with any proceeding to resolve a dispute related to the Company’s calculation of Net Revenues pursuant to this Indenture or the amount of any Principal Payment or Interest Payment, (iii) to give and receive notices, communications and consents under this Indenture on behalf of the Holders and (iv) to do any and all things and to take any and all action that the Holders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Indenture to enforce the rights of the Holders, the Holders’ Representative is hereby appointed, authorized and empowered, in each case subject to the rights and obligations of the Trustee set forth in this Indenture and the requirements of the Trust Indenture Act, and to the extent permitted by this Indenture and applicable law, including by virtue of a Holder’s receipt and ownership of a Note, and without any further action of any of the Holders or the Company, to be the exclusive representative, exclusive agent and attorney-in-fact of the Holders, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for the Holders at any time and in connection with, and that may be necessary or appropriate to accomplish the intent and to implement the provisions of, this Indenture, and such appointment and the powers, immunities and rights to indemnification granted to the Holders’ Representative Group hereunder: (a) are coupled with an interest and may not be revoked in whole or in part, (b) shall survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto and (c) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the Payments. All actions taken by the Holders’ Representative under this Indenture shall be binding upon each Holder and such HolderXxxxxx’s successors as if expressly confirmed and ratified in writing by such Holder, and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Holders’ Representative taken in good faith under this Indenture are waived. Notwithstanding the foregoing, the Holders’ Representative shall have no obligation to act on behalf of the Holders, except as expressly provided herein. By executing this Indenture, the Holders’ Representative accepts such appointment, authority and power.

Appointment of Holders’ Representative. By executing to this Letter of Transmittal or accepting any consideration as contemplated by Article 2 of the Merger Agreement you irrevocably appoint, authorize and empower Xxxxxxx Xxxxx to act as a representative for the benefit of the Pre-Closing Holders, including you, as the sole and exclusive agent and attorney-in-fact to act on behalf of each Pre-Closing Holder, including you, in connection with, and to facilitate the consummation of, the transactions contemplated by this Letter of Transmittal, the Merger Agreement, including pursuant to any Ancillary Documents, which shall include (awithout limitation) For purposes of the power and authority to: (i) confirming or disputing the Company’s calculation of Gross Revenue, Net Revenues, Default Interest or the amount of any Principal Payment or Interest Payment pursuant to this Indenture or any Noteexecute and deliver, and entering into settlements receive deliveries of the Merger Agreement and compromises any Ancillary Documents (with such modifications or changes herein or therein as to which the Holder Representative, in respect of any such disputehis sole and absolute discretion, shall have consented); (ii) subject interpret the terms and provisions of the Merger Agreement and the documents to 9.08(d)be executed and delivered in connection therewith; (iii) execute and deliver, engaging counseland receive deliveries of, accountants execute and deliver such amendments, modifications, waivers and consents in connection with the Merger Agreement any Ancillary Document or other advisors the consummation of the transactions contemplated hereby or thereby as the Holder Representative, in furtherance thereofhis sole discretion, may deem necessary or desirable; (iv) receive service of process; (v) make any calculations and determinations and settle any matters on behalf of all Pre-Closing Holders (including in connection with any proceeding to resolve a dispute related with‎ Section 2.6 or ‎Section 8.20 of the Merger Agreement); (vi) issue notices and instructions to the Company’s calculation Exchange Agent in accordance with the terms of Net Revenues pursuant to this Indenture the applicable Ancillary Documents; (vii) assert or the amount of any Principal Payment or Interest Payment, (iii) to give and receive notices, communications and consents under this Indenture pursue on behalf of the Pre-Closing Holders any Proceeding or investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) file any proofs of debt, claims and petitions as the Holder Representative may deem advisable or necessary; and (ivC) file and prosecute appeals from any decision, judgment or award rendered in any such Proceeding or investigation; and (viii) to make, execute, acknowledge and deliver all such other statements, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Holders’ Holder Representative, in its his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Indenture to enforce the rights of the Holders, the Holders’ Representative is hereby appointed, authorized and empowered, in each case subject to the rights and obligations of the Trustee set forth in this Indenture and the requirements of the Trust Indenture Act, and to the extent permitted by this Indenture and applicable law, including by virtue of a Holder’s receipt and ownership of a Note, and without any further action of any of the Holders or the Company, to be the exclusive representative, exclusive agent and attorney-in-fact of the Holders, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for the Holders at any time and in connection with, and that may be necessary or appropriate to accomplish the intent and to implement the provisions of, this Indenture, and such appointment and the powers, immunities and rights to indemnification granted to the Holders’ Representative Group hereunder: (a) are coupled with an interest and may not be revoked in whole or in part, (b) shall survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto and (c) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the Payments. All actions taken transactions contemplated by the Holders’ Representative under this Indenture shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, Merger Agreement and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Holders’ Representative taken in good faith under this Indenture are waived. Notwithstanding the foregoing, the Holders’ Representative shall have no obligation to act Ancillary Documents on behalf of the HoldersPre-Closing Holders (but, except as expressly provided herein. By executing this Indenturein each case, subject to the Holders’ Representative accepts such appointment, authority terms and powerconditions hereunder and thereunder).