Common use of Securityholders Agent Clause in Contracts

Securityholders Agent. In the event that the Merger is approved, effective upon such vote and without any further act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth in Section 9, the Working Capital Adjustment provisions of Section 1.11 hereof, the terms of the Escrow Agreement and the terms of the Registration Rights Agreement, and shall irrevocably appoint Eric ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ their agent for all purposes in connection therewith (the "Securityholders' Agent"), including to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the judgment of the Securityholders' Agent for the accomplishment of the foregoing. Eric ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby accepts his appointment as the Securityholders' Agent. Parent shall be entitled to deal exclusively with the Securityholders' Agent on all matters relating to Section 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Shareholder by the Securityholders' Agent (including, without limitation, the execution of the Escrow Agreement and the Registration Rights Agreement on behalf of the

Securityholders Agent. In (a) By virtue of the event that approval of this Agreement by the Merger is approvedSecurityholders, effective upon such vote and without any further act action of any shareholderSecurityholder, the Company Shareholders each Securityholder shall be deemed to have approvedirrevocably constituted and appointed the Securityholders’ Agent as agent and attorney-in-fact for and on behalf of the Securityholders, among other mattersand the Securityholders’ Agent shall have full power and authority to (i) represent the Securityholders with respect to this Agreement, the indemnification and escrow terms set forth in Section 9, the Working Capital Adjustment provisions of Section 1.11 hereof, the terms of the Escrow Agreement and the terms of the Registration Rights Agreementtransactions contemplated hereby and thereby, and shall irrevocably appoint Eric ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ their agent for all purposes in connection therewith (the "Securityholders' Agent"), including ii) to give and receive notices and communicationscommunications on behalf of the Securityholders, (iii) to authorize delivery to Parent Acquiror of Parent Common Stock, cash or the Escrow Shares and release of the Securityholder Cash Amount and such other property from as may be held by the Escrow FundAgent, including, with respect to the Escrow Shares, as may be necessary to satisfy claims pursuant to this Agreement and the Escrow Agreement, (iv) to object to such deliveriesdeliveries and/or claims, (v) to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to the Escrow Agreement arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification such claims, (vi) to act on the Securityholders’ behalf with respect to the matters set forth in Sections 2.12, 2.13, 5.11 and 5.13 and Section 8 hereof and in the Escrow Agreement, in accordance with the terms and provisions of such sections and such agreement, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in such sections and such agreement on behalf of the Securityholders, (vii) to direct payment of the Management Bonus Plan Payments, if any, (viii) to engage counsel and such accountants and other advisors and to incur such other expenses in connection with the performance of its duties as Securityholders’ Agent pursuant to this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby as the Securityholders’ Agent may in its sole discretion deem appropriate, (ix) to recover from the Agent Escrow Amount (and to direct the Escrow Agent to deliver to it) the amount of any such expenses, (x) to enter into amendments and to waive compliance with the terms of this Agreement and/or the Escrow Agreement in accordance with the provisions hereof and thereof, as applicable, and (xi) to take all actions necessary or appropriate in the judgment of the Securityholders' ’ Agent for the interpretation of this Agreement and the Escrow Agreement and the accomplishment of the foregoing. Eric ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby accepts his No bond shall be required of the Securityholders’ Agent, and the Securityholders’ Agent shall receive no compensation for its services. (b) All notices to be given to the Securityholders by Acquiror or Merger Sub, or to be given by the Securityholders to Acquiror or Merger Sub, in each case pursuant to this Agreement, shall be given to the Securityholders’ Agent by Acquiror or Merger Sub and given by the Securityholders’ Agent to Acquiror or Merger Sub, respectively, for the benefit of the Securityholders and notices given in such manner shall discharge in full the notice requirements of Acquiror or Merger Sub or the Securityholders, as applicable, under this Agreement; provided, however, that with respect to notices, communications or other materials required to be provided to or delivered by Acquiror or Merger Sub to a Securityholder pursuant to Section 2.11, the Registration Statement or under applicable Law, such notices shall be sent directly to the such Securityholder. By their appointment of the Securityholders’ Agent, the Securityholders hereby confirm all that the Securityholders’ Agent shall do or cause to be done by virtue of the Securityholders’ Agent’s appointment as the representative of the Securityholders hereunder and under the Escrow Agreement. The Securityholders' Agent. Parent ’ Agent shall be entitled to deal exclusively with act for the Securityholders' Agent Securityholders on all of the matters relating to Section 9set forth in this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Shareholder by the Securityholders' Agent (including, without limitation, with respect to the execution Securityholders’ indemnification rights and obligations under this Agreement, in the manner the Securityholders’ Agent believes to be in the best interest of the Securityholders and consistent with the obligations of the Securityholders under this Agreement; provided, however, that the Securityholders’ Agent shall not be responsible to any Securityholder for any indemnification claims made subsequent to the Escrow Termination Date or for any indemnification claims against Securityholders to the extent Damages from the claim exceed the Cap. (c) The Securityholders’ Agent shall not be liable to the Securityholders for any act done or omitted hereunder while acting in good faith and not in a manner constituting gross negligence or willful misconduct; for the avoidance of doubt, for all purposes hereunder and under the Escrow Agreement, any act done or omitted by the Securityholders’ Agent pursuant to the advice of counsel shall be conclusive evidence of the Securityholders’ Agent’s good faith. The Securityholders shall severally but not jointly indemnify and hold the Securityholders’ Agent harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholders’ Agent and arising out of or in connection with the acceptance or administration of the Securityholders’ Agent’s duties hereunder. (d) From and after the Closing, the Securityholders’ Agent shall have reasonable access to information about Target and the reasonable assistance of Target’s officers and employees for purposes of performing the Securityholders’ Agent’s duties and exercising the Securityholders’ Agent’s rights hereunder, provided that the Securityholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially and except as required any law, rule, regulation or court order). (e) The Securityholders’ Agent shall be granted access during business hours to the respective books, records and accounting work papers of the Target and Surviving Corporation to conduct the Securityholders’ Agent’s review, and the Acquiror shall use commercially reasonable efforts as practicable to respond promptly, in good faith and as fully and accurately as is reasonably possible to inquiries from the Securityholders’ Agent related to such review. Acquiror will use reasonable efforts to provide access to the books and records of the Target and Surviving Corporation electronically, and shall transmit financial statements, general journals and trial balances of the Target and Target Subsidiaries and Surviving Corporation and its subsidiaries in formats such as Excel spreadsheets, or searchable Word or pdf documents. (f) In the event that the Securityholders’ Agent (or any successor) dies, becomes legally incapacitated or resigns as Securityholders’ Agent (as applicable), a successor Securityholders’ Agent shall be appointed in writing by the holders of a majority in interest of the shares of Target Capital Stock outstanding immediately prior to the Effective Time, with such appointment to be effective upon delivery of executed counterparts of such writing to Acquiror and Escrow Agent, together with an acknowledgment signed by the successor Securityholders’ Agent accepting the responsibility of successor Securityholders’ Agent and agreeing to perform and be bound by all provisions of this Agreement and the Escrow Agreement and applicable to the Registration Rights Agreement on behalf Securityholders’ Agent. If the Securityholders fail to make appoint a successor within 30 days following any such death, legal incapacitation or resignation, Acquiror or any Securityholder may apply to a court of thecompetent jurisdiction for the appointment of a successor Securityholders’ Agent.