Common use of Holder Representative Clause in Contracts

Holder Representative. By voting in favor of the adoption of this Agreement, approving the principal terms of the Merger, executing and delivering their respective Transmittal Documents, or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Seller shall be deemed to have approved the designation of, and hereby designates and ratifies, KHR Physio, LLC, a Delaware limited liability company, as the representative, agent and attorney-in-fact of each Seller (the “Holder Representative”) under the terms of this Agreement. The Holder Representative shall have the right to resign, or may be removed or replaced, on thirty (30) days advance notice to the Company, Buyer and the Escrow Agent; provided, that the Holder Representative may not be removed or replaced unless Sellers representing at least a majority of the Pro Rata Portions consent in writing to such removal or replacement and the identity of the substituted representative. A vacancy in the position of Holder Representative may be filled by written consent of Sellers representing at least a majority of the Pro Rata Portions. Notwithstanding anything to the contrary in Section 10.5 or in this Section 9.1, the Holder Representative may not assign this Agreement other than to an Affiliate of such Holder Representative.

Holder Representative. By voting in favor of the adoption of this Agreement, approving the approval of the principal terms of the Merger, executing execution and delivering delivery of their respective Transmittal Documents, and/or the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Seller Shareholder shall be deemed to have approved the designation of, and hereby designates and ratifies, KHR Physio, LLC, a Delaware limited liability company, Shareholder Representative Services LLC as the representative, agent and attorney-in-fact of each Seller Shareholder (the “Holder Representative”) under the terms of this Agreement. The Holder Representative shall have the right to resign, or may be removed or replaced, on thirty (30) days advance notice to the Company, Buyer Buyer, and the Escrow Agent; provided, that the Holder Representative may not be removed or replaced unless Sellers Shareholders representing at least a majority of the Pro Rata Portions consent in writing to such removal or replacement and the identity of the substituted representative. A vacancy in the position of Holder Representative may be filled by written consent of Sellers Shareholders representing at least a majority of the Pro Rata Portions. Notwithstanding anything to the contrary in Section 10.5 or in this Section 9.1, the Holder Representative may not assign this Agreement other than to an Affiliate of such Holder Representative.