Company Equityholder Representative. (a) By their execution of this Agreement or the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby irrevocably (subject only to Section 2.4(e)) appoint the Company Equityholder Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement, the Exchange and Paying Agent Agreement, the Company Equityholder Representative Engagement Agreement or any other agreement contemplated hereby or thereby, and in any litigation or arbitration involving this Agreement or the Exchange and Paying Agent Agreement, or any other agreement contemplated hereby or thereby. In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Equityholder Representative. (a) By their execution of this Agreement or the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby irrevocably (subject only to Section 2.4(e)) appoint the Company Equityholder Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Paying Agent Agreement and in any litigation or arbitration involving this Agreement or the Paying Agent Agreement. In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Equityholder Representative. (a) By their execution of a Letter of Transmittal or Option Cancellation Agreement, as applicable, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, and without any further action on the part of any Company Equityholder or the Company, the Company Equityholders hereby irrevocably (subject only to Section 2.4(f)) appoint the Company Equityholder Representative as the representative, attorney-in-fact and exclusive agent of the Company Equityholders in connection with the transactions contemplated by this Agreement, the Exchange Agent Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement, the Exchange Agent Agreement or the Escrow Agreement. In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Equityholder Representative. The Option Holder understands, agrees to, and acknowledges that, by signing this Agreement (and subject in all cases to the terms and conditions of the Merger Agreement and Engagement Letter by and among Shareholder Representative Services LLC, a Colorado limited liability company (“SRS”), the Company and the parties thereto), SRS be and hereby is constituted and appointed as the Company Equityholder Representative as set forth in, and on the terms and conditions specified by, mutatis mutandis, Section 2.4 of the Merger Agreement.
Company Equityholder Representative. (a) By their execution of this Agreement or the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby irrevocably (subject only to Section 2.4(e)) appoint the Company Equityholder Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and in any litigation or arbitration involving this Agreement. In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Equityholder Representative. (a) By (i) their (A) execution of a Letter of Transmittal, Option Surrender Agreement and/or Warrant Surrender Agreement, (B) approval of the Merger and adoption of this Agreement and/or (C) participation in the Merger and receipt of the benefits thereof, including the right to receive any consideration pursuant to this Agreement, and/or (ii) the consummation of the Merger, each of the Company Equityholders (as of the Effective Time) shall be deemed to have approved the designation of, and hereby irrevocably (subject only to Section 1.11(e)) appoints Shareholder Representative Services LLC as the representative, attorney-in-fact and agent of the Company Equityholders for all purposes in connection with the transactions contemplated by this Agreement, the Payment Agent Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement, the Payment Agent Agreement or the Escrow Agreement, and any agreements ancillary hereto or thereto. In connection with such designation and appointment, the Company Equityholder Representative, from and after the Closing, is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and, without limitation of the foregoing, shall have the power and authority to:
Company Equityholder Representative. (a) To facilitate the administration of the transactions contemplated by this Agreement and the Escrow Agreement, including the resolution of any disputes relating to claims for indemnification pursuant to Article VII and any other actions required or permitted to be taken by the Company Equityholder Representative under this Agreement or the Escrow Agreement, the Company Equityholders, by the terms of this Agreement and their execution and delivery, as applicable, of the Written Consent, the Letter of Transmittal, an Option Surrender Agreement and/or a Warrant Surrender Agreement, hereby (i) designate the Company Equityholder Representative as their representative, attorney-in-fact and agent, (ii) authorize the Company Equityholder Representative to receive the Company Equityholder Representative Expense Amount and make payments from the Company Equityholder Representative Expense Amount and (iii) authorize the Company Equityholder Representative to give and receive all notices required to be given under this Agreement and the Escrow Agreement, to negotiate, resolve and settle any disputes or claims regarding the Closing Net Working Capital, achievement of the Milestones, the determination of the Milestone Payment and any claims for indemnification under Article VII, and to take any and all additional action as is contemplated to be taken by or on their (or any of their) behalf or by the Company Equityholder Representative by the terms of this Agreement and/or the Escrow Agreement. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Company Equityholders.
Company Equityholder Representative. 6 2.5. Treatment of Company Equity Awards. 10 2.6. Closing Cash Consideration Adjustment 11 2.7. Allocation Schedule; Payments of Future Contingent Payments. 13 2.8. Development Payment; Milestone Payments. 13 2.9. Royalty Payments. 16 2.10. Transfer Payments. 18 2.11. Non-Transferability 18 2.12. Withholding Rights 19 2.13. Taking of Necessary Action; Further Action 19 2.14. Tax Treatment 19
Company Equityholder Representative. (a) By their execution of a Principal Stockholder Agreement, a Joinder Agreement, or a Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby irrevocably (subject only to Section 2.4(d)) appoint the Company Equityholder Representative as the representative, attorney-in-fact and agent of the Company Equityholders for all purposes in connection with the transactions contemplated by this Agreement, the Paying Agent Agreement, the Escrow Agreement and any other agreements ancillary hereto and in any litigation or arbitration involving this Agreement, the Paying Agent Agreement, the Escrow Agreement and any other agreements ancillary hereto (but excluding, notwithstanding anything herein to the contrary, any Designated Employee Agreement). In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents, as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
Company Equityholder Representative. (a) By their execution of this Agreement or the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, each Company Equityholder shall be deemed to have approved, and shall have approved, the appointment of, and hereby irrevocably (subject only to Section 2.4(e)) appoints, the Company Equityholder Representative as the representative, attorney-in-fact and agent of the Company Equityholders for all purposes in connection with delivering Post-Closing Disbursement Certificates pursuant to Section 2.1(e), Section 2.4(c), Section 2.7(a), and Section 2.7(c), determining the Final Closing Adjustment pursuant to Section 2.6, amending or modifying the Closing Date Allocation Schedule pursuant to Section 2.7(a), matters relating to Contingent Payments pursuant to Section 2.8, receiving notices regarding Registration Statements pursuant to Section 6.10(d), addressing indemnification claims under Article VIII, handling tax matters under Section 9.3 and privilege matters pursuant to Section 12.11, in each case pursuant to this Agreement and any agreements ancillary hereto, including the Exchange and Paying Agent Agreement and the Escrow Agreement and in any related litigation or arbitration. In connection therewith, the Company Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Company Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to:
