Common use of Investor Representative Clause in Contracts

Investor Representative. Each Investor, severally and not jointly, hereby appoints the Lead Placement Agent (together with its permitted successors, and in this context, the “Investor Representative”), as its true and lawful agent and attorney-in-fact to: (a) enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Transaction Documents, (b) exercise all or any of the powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents on behalf of such Investor as long as it owns the Notes or Warrants, (c) waive any terms and conditions of this Agreement or any of the Transaction Documents on behalf of such Investor as long as it owns the Notes or Warrants, (d) give and receive notices on such Investor’s behalf and to be such Investor’s exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and the Investor Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact on behalf of such Investor as long as it owns the Notes or Warrants. This power of attorney is coupled with an interest and irrevocable. The Investor Representative shall not be liable for any action taken or not taken by it in connection with its obligations under this Agreement: (i) with the consent of Investors who, as of the date of this Agreement have subscribed for (or, if a Closing has occurred, as of the date of the latest Closing own) more than fifty percent (50%) in principal amount of the outstanding Notes or (ii) in the absence of its own gross negligence or willful misconduct. If the Investor Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding more than fifty percent (50%) in principal amount of the Notes who shall serve and exercise the powers of Investor Representative hereunder.

Investor Representative. Each Investor(i) By virtue of the execution and delivery of this Agreement, severally and not jointly, hereby appoints the Lead Placement Agent (together with its permitted successors, and in this context, the “each Investor Representative”), shall be deemed to have agreed to appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of Aisling Capital LLC as its true and lawful agent and attorney-in-fact to: (a) enter into any agreement in connection with fact, as the transactions contemplated by this Agreement Investor Representative for and any transactions contemplated by the Transaction Documents, (b) exercise all or any of the powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents on behalf of such Investor as long as it owns the Notes or Warrants, (c) waive any terms and conditions of this Agreement or any of the Transaction Documents on behalf of such Investor as long as it owns the Notes or Warrants, (d) Investors to give and receive notices on and communications in respect of Claims under this Agreement, to authorize payment to any Indemnified Person from the Holdback Amounts in satisfaction of any Claims, to object to such Investor’s behalf payments and to be such Investor’s exclusive representative agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any mattersuch Claims, suit, claim, action or proceeding arising with respect in each case relating to any transaction contemplated by this Agreement or any Transaction DocumentAgreement, and to take all other actions that are necessary or appropriate in the judgment of the Investor Representative agrees for the accomplishment of the foregoing. Such agency may be changed by the Investors, or the Investor Representative may resign from such agency, from time to act astime upon not less than thirty (30) days prior written notice to the Company; provided, however, that the Investor Representative may not be removed or a replacement designated unless Investors holding a majority of the Pro Rata Portion agree to such removal, if applicable, and to undertake the duties identity of the substituted agent. (ii) A decision, act, consent or instruction of the Investor Representative within the scope of this Section 4 shall constitute a decision of the Investors and responsibilities ofshall be final, binding and conclusive upon the Investors and the Company may rely upon any such agent and attorney-in-fact on behalf decision, act, consent or instruction of such the Investor Representative as long as it owns being the Notes decision, act, consent or Warrants. This power instruction of attorney is coupled with an interest and irrevocable. the Investors. (iii) The Investor Representative shall not be liable for any action taken act done or not taken by it omitted hereunder as Investor Representative while acting in good faith. The Investors shall indemnify the Investor Representative and hold the Investor Representative harmless against any and all Damages arising out of or in connection with its obligations under this Agreement: the acceptance or administration of the Investor Representative’s duties hereunder; provided, that in the event that any such Damages are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Investor Representative, the Investor Representative will reimburse the Investors the amount of such indemnified Damages to the extent attributable to such gross negligence or willful misconduct. (iiv) Parent and the Company hereby covenant and agree to provide the Investor Representative with reasonable access, during normal business hours, to all applicable books, records and employees, and other applicable information in the custody or control of Parent or the Company in connection with or related to any Claim, the discharge of the Investor Representative’s duties hereunder and the administration and resolution of any such Claim; provided that neither Parent nor the Company shall not be obligated to provide information or access to information to the extent that such provision or access would result in the loss of attorney-client privilege. (v) The Investor Representative shall not be liable for any act done or omitted hereunder as Investor Representative while acting in good faith. The Investors shall indemnify the Investor Representative and hold the Investor Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses arising out of or in connection with the consent of Investors who, as acceptance or administration of the date Investor Representative’s duties hereunder, including the fees and expenses of this Agreement any legal counsel or experts retained by the Investor Representative (“Investor Representative Expenses”) in each case as such Investor Representative Expense is suffered or incurred; provided, that in the event that any such Investor Representative Expense is finally adjudicated to have subscribed for (or, if a Closing has occurred, as been directly caused by the gross negligence or willful misconduct of the date of Investor Representative, the latest Closing own) more than fifty percent (50%) in principal Investor Representative will reimburse the Investors the amount of such indemnified Investor Representative Expense to the outstanding Notes or (ii) in the absence of its own extent attributable to such gross negligence or willful misconduct. If not paid directly to the Investor Representative shall be unable or unwilling to serve in by the Investors, any such capacity, its successor shall be named by those persons holding more than fifty percent (50%) in principal amount of the Notes who shall serve and exercise the powers of Investor Representative hereunderExpenses may be recovered by the Investor Representative from Holdback Amounts.