Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article III, Article IX, Article X, and the Escrow Agreement and the taking by the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement and the Escrow Agreement (it being understood that the Equityholders’ Representative shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other in...
Equityholders’ Representative. (a) Upon approval of this Agreement pursuant to the LLCA, each of the Company Members shall be deemed to have irrevocably appointed, authorized and directed Shareholder Representative Services LLC to act as of the Closing as such Company Member’s agent, representative, proxy and attorney-in-fact for all purposes in connection with this Agreement and the agreements ancillary hereto, including for the purpose of effecting the consummation of the Transactions and exercising, on behalf of all Company Members, the rights and powers of the Company Members hereunder and thereunder. Without limiting the generality of the foregoing, the Equityholders’ Representative shall have full power and authority, and is hereby directed, for and on behalf of the Company Members, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Equityholders’ Representative hereunder in connection with the Transactions and to exercise such rights, power and authority as are incidental thereto, to represent any Company Member at the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Company Members, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the Transactions (any such agreements executed by the Equityholders’ Representative, together with this Agreement, the “Representative Agreements”) (it is nevertheless understood and agreed that, notwithstanding anything to the contrary contained in this Section 10.15, each Principal Member (and not the Equityholders’ Representative) shall sign the certificates contemplated by Section 7.2(e) and any exhibit to this Agreement that calls for the signature of such Principal Member and this Section 10.15 shall in no event apply to any Employment Agreement), to conduct or cease to conduct the defense of all claims against any Company Member in connection with this Agreement and to settle all such claims on behalf of all Company Members and exercise any and all rights that the Company Members are permitted or required to do or exercise under Article IX, and in connection with any claim against or by any Company Member under this Agreement. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled...
Equityholders’ Representative. (a) By virtue of their adoption of this Agreement and their approval of the principal terms of the Merger, effective only upon the Effective Time, the Company Stockholders have approved Xxxxxxx X. Xxxxxxx (such person and any successor or successors being the “Equityholders’ Representative”) to act as the initial representative of the Equityholders, and the Equityholders’ Representative shall be authorized to act on behalf of the Equityholders and to take any and all actions required or permitted to be taken by the Equityholders’ Representative under this Agreement, including with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to Article X and with respect to any actions to be taken by the Equityholders’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize a payment of the Escrow Fund to a Parent Indemnified Party, (ii) negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all actions necessary in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing). In all matters relating to Article X, the Equityholders’ Representative shall be the only party entitled to assert the rights of the Company Stockholders, and the Equityholders’ Representative shall perform all of the obligations of the Company Stockholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Equityholders’ Representative. The Equityholders’ Representative shall not be entitled to amend this Agreement or take any actions relating to this Agreement prior to the Effective Time. The Equityholders’ Representative may resign upon not less than twenty (20) business days’ prior written notice to Parent and the Equityholders. The Equityholders who are entitled to receive a majority-in-interest of the Escrow Fund may remove the Equityholders’ Representative from time to time upon not less than twenty (20) business days’ prior written notice to Parent. Any vacancy in the position of the Equityholders’ Representative may be filled by the approval of the holders of the Equityholders who are entitled to receive a majority-in-interest of the Escrow Fund. Any successor Equityholders’ Representative shall acknowledge in writing to Parent his, her or its a...
Equityholders’ Representative. (a) By the execution and delivery of this Agreement, each Equityholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxxxxxx as his or her true and lawful agent and attorney-in-fact (the “Equityholders’ Representative”), with full power of substitution to act in such Equityholder’s name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to act on such Equityholder’s behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Equityholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power:
Equityholders’ Representative. Each Holder hereby agrees to the appointment of Fortis Advisors LLC as Equityholders’ Representative under the Merger Agreement and the Escrow Agreement and appoints Fortis Advisors LLC as Holder’s agent and attorney-in-fact to exercise all or any of the powers, authority and discretion conferred on the Equityholders’ Representative under the Merger Agreement (subject to the limitations set forth therein).
Equityholders’ Representative. Each Stockholder confirms and agrees (i) to the irrevocable appointment of Canaan VII L.P. as agent, attorney-in-fact and Equityholders’ Representative for and on behalf of such Stockholder (in his, her or its capacity as an Equityholder under the Merger Agreement) with all of the powers and authority contemplated by Section 10.1 of the Merger Agreement, (ii) that the Equityholders’ Representative shall have full power of substitution, to act in the name, place and stead of such Stockholder with respect to the Escrow Agreement and Section 2.7, Article III, Article IX and Article X of the Merger Agreement and the taking by the Equityholders’ Representative of any and all actions as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations under the Merger Agreement and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under the Merger Agreement and the Escrow Agreement and (iii) that the terms and conditions of Section 10.1 of the Merger Agreement shall be and are binding on such Stockholder as fully as if such Stockholder were an original signatory to the Merger Agreement as an Equityholder thereunder. Each Stockholder agrees that service of process on the Equityholders’ Representative in accordance with the Merger Agreement shall constitute service of process on such Stockholder.
Equityholders’ Representative. The Optionee hereby irrevocably agrees to, and consents to be bound by, the provisions of Article I of the Merger Agreement applicable to it as a holder of the Subject Options granted by the Company under the Plan, the provisions of Article IX of the Merger Agreement relating to indemnification applicable to it as an Equityholder and the provisions of Article XI of the Merger Agreement relating to the Equityholders’ Representative.
Equityholders’ Representative. (a) By virtue of the Designated Approvals, and without further action on the part of parties hereto or the Equityholders, the Equityholders’ Representative is hereby appointed the attorney-in-fact and agent of each Equityholder, with full power of substitution to act in the name, place and stead of such Equityholder in accordance with the terms of this Agreement and the other Transaction Documents, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Equityholders’ Representative shall deem necessary or appropriate in conjunction with the Transactions, including the power:
Equityholders’ Representative. (a) By virtue of the adoption of this Agreement by the Equityholders, and without further action of any Equityholder or the Company, each Equityholder shall be deemed to have irrevocably hereby made, constituted and initially appointed Fortis Advisors LLC (the “Equityholders’ Representative”) as their exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of Equityholders any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement and the other Transaction Documents, including:
Equityholders’ Representative. (a) In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the Indemnifying Equityholders may be required to indemnify Zipcar and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement and in consideration of the receipt of the Merger Shares, hereby designate Alps as the representative of the Indemnifying Equityholders’ (the “Equityholders’ Representative”).
