Common use of Investor Representative Clause in Contracts

Investor Representative. Each Investor hereby appoints and constitutes Commonwealth Associates, L.P. as its “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1, and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majority-in-interest of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalf: (i) to act on behalf of such Investor in connection with the obligations of the Investor Representative set forth in the Escrow Agreement and to instruct the Escrow Agent to disburse funds and to deliver fully executed documents to the Company at the First Closing, Second Closing and any Interim Closing, (ii) to give and receive notices on behalf of the Investor with respect to the foregoing, and (iii) in general, to do all things and to perform all acts, including, without limitation, executing and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreement. This power of attorney, and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and shall not be terminated by any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All action taken by the Investor Representative hereunder shall be final and binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.

Investor Representative. Each Investor Investor, severally and not jointly, hereby appoints the Placement Agent (together with its permitted successors, and constitutes Commonwealth Associatesin this context, L.P. as its the “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1”), as its true and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majoritylawful agent and attorney-in-interest fact to without the need for any further consent or further action on the part of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each any Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalf: (ia) to act on behalf of such Investor enter into any agreement in connection with the obligations transactions contemplated by this Agreement and any transactions contemplated by the Transaction Documents, (b) to accept delivery of the Notes and Series F Warrants comprising the Units purchased hereunder; (c) exercise all or any of the powers, authority and discretion conferred on such Investor Representative set forth in under this Agreement or any of the Escrow Transaction Documents, (d) waive any terms and conditions of this Agreement and to instruct or any of the Escrow Agent to disburse funds and to deliver fully executed documents to Transaction Documents, including, but not limited to, waive any negative or affirmative covenants of the Company at the First Closing, Second Closing and contained in any Interim ClosingTransaction Document, (iie) to give and receive notices on such Investor’s behalf of the Investor and to be such Investor’s exclusive representative with respect to the foregoingany matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and (iii) in generalthe Investor Representative agrees to act as, to do all things and to perform all actsundertake the duties and responsibilities of, including, without limitation, executing such agent and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreementattorney-in-fact. This power of attorney, attorney is coupled with an interest and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and irrevocable. The Investor Representative shall not be terminated by liable for any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All 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 hereunder shall be final 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 binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one exercise the powers of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.

Investor Representative. Each Investor Investor, severally and not jointly, hereby appoints the Lead Placement Agent (together with its permitted successors, and constitutes Commonwealth Associatesin this context, L.P. as its the “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1”), as its true and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majoritylawful agent and attorney-in-interest of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalffact to: (ia) to act on behalf of such Investor enter into any agreement in connection with the obligations 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 Representative set forth in under this Agreement or any of the Escrow Agreement and to instruct the Escrow Agent to disburse funds and to deliver fully executed documents to the Company at the First Closing, Second Closing and any Interim ClosingTransaction Documents, (iic) to waive any terms and conditions of this Agreement or any of the Transaction Documents, (d) give and receive notices on such Investor’s behalf of the Investor and to be such Investor’s exclusive representative with respect to the foregoingany matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and (iii) in generalthe Investor Representative agrees to act as, to do all things and to perform all actsundertake the duties and responsibilities of, including, without limitation, executing such agent and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreementattorney-in-fact. This power of attorney, attorney is coupled with an interest and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and irrevocable. The Investor Representative shall not be terminated by liable for any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All 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 hereunder shall be final 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 binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one exercise the powers of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.

Investor Representative. Each Investor Investor, severally and not jointly, hereby appoints Euro Pacific Capital Inc. (together with its permitted successors, and constitutes Commonwealth Associatesin this context, L.P. as its the “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1”), as its true and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majoritylawful agent and attorney-in-interest of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalffact to: (ia) to act on behalf of such Investor enter into any agreement in connection with the obligations 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 Representative set forth in under this Agreement or any of the Escrow Agreement and to instruct the Escrow Agent to disburse funds and to deliver fully executed documents to the Company at the First Closing, Second Closing and any Interim ClosingTransaction Documents, (iic) to waive any terms and conditions of this Agreement or any of the Transaction Documents, (d) give and receive notices on such Investor’s behalf of the Investor and to be such Investor’s exclusive representative with respect to the foregoingany matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and (iii) in generalthe Investor Representative agrees to act as, to do all things and to perform all actsundertake the duties and responsibilities of, including, without limitation, executing such agent and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreementattorney-in-fact. This power of attorney, attorney is coupled with an interest and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and irrevocable. The Investor Representative shall not be terminated by liable for any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All 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 hereunder shall be final 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 binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one exercise the powers of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.

Investor Representative. Each Investor Investor, severally and not jointly, hereby appoints the Placement Agent (together with its permitted successors, and constitutes Commonwealth Associatesin this context, L.P. as its the “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1”), as its true and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majoritylawful agent and attorney-in-interest fact to without the need for any further consent or further action on the part of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each any Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalf: (ia) to act on behalf of such Investor enter into any agreement in connection with the obligations transactions contemplated by this Agreement and any transactions contemplated by the Transaction Documents, (b) to accept delivery of the Investor Representative set forth certificates representing the Notes and the Warrants comprised in the Escrow Units purchased hereunder; (c) exercise all or any of the powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents, (d) waive any terms and to instruct conditions of this Agreement or any of the Escrow Agent to disburse funds Transaction Documents, including, but not limited to, waive any Event of Default (as defined in the certificate representing the Notes) and to deliver fully executed documents to any negative or affirmative covenants of the Company at the First Closing, Second Closing and contained in any Interim ClosingTransaction Document, (iie) to give and receive notices on such Investor’s behalf of the Investor and to be such Investor’s exclusive representative with respect to the foregoingany matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and (iii) in generalthe Investor Representative agrees to act as, to do all things and to perform all actsundertake the duties and responsibilities of, including, without limitation, executing such agent and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreementattorney-in-fact. This power of attorney, attorney is coupled with an interest and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and irrevocable. The Investor Representative shall not be terminated by liable for any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All action taken or not taken by it in connection with its obligations under this Agreement in the absence of its own gross negligence or willful misconduct. If the Investor Representative hereunder shall be final 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 binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one exercise the powers of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.