Securityholder Representatives Clause Samples

Securityholder Representatives. (a) By virtue of the approval of the Merger and this Agreement by the Company Stockholders, each of the Company Stockholders and Company Optionholders shall be deemed to have agreed to appoint ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as their agents and attorney-in-facts, as the Securityholder Representative for and on behalf of the Company Stockholders and Company Optionholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund or Right of Setoff in satisfaction of claims by such Indemnified Party pursuant to Sections 9.2(a) and 9.2(b), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or Company Optionholder or by any such Company Stockholder or Company Optionholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder or Company Optionholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Stockholders and Company Optionholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Securityholder Representatives may not be removed unless holders of a majority of the Total Outstanding Shares agree to such removal and to the identity of the substituted agent; provided, further that if one Securityholder Representative is unable to serve as Securityholder Representative, the remaining Securityholder Representative shall be entitled to act alone. Notwithstanding the foregoing, a vacancy in the position of Securityholder Representatives may be filled by the holders of a majority of the Total Outstanding Shares. No bond shall be required of the Securityholder Representatives, and the Securityholder Representatives shall not receive any compensation for its services. Notices or communications to or from the Securi...