Securityholders’ Representative. (a) By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have agreed to appoint Fortis Advisors LLC as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, 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 Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, 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 Securityholders’ Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of the Securityholders’ Representative or any member of the Advisory Group and the Closing and/or any ...
Securityholders’ Representative. (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Securityholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement (including Sections 1.15 (Exchange/Payment), 1.17 (Post-Closing Adjustment), 1.18 (Milestone Consideration), 5.6 (Tax Matters), 8 (Indemnification) and 10.1 (Amendment)), the Securityholders, by the adoption of this Agreement, acceptance of consideration under this Agreement or the completion and execution of the Letters of Transmittal or Joinder Agreement shall be deemed to have designated Xxxxxx Xxxxx as the representative of the Securityholders (the “Securityholders’ Representative”).
Securityholders’ Representative. (a) The Securityholders’ Representative is hereby constituted and appointed as the representative, agent and attorney-in-fact for the Securityholders, with full power and authority in the name of and for and on behalf of each Securityholder, to serve as the Securityholders’ Representative under this Agreement and the other agreements contemplated hereby and to exercise the power and authority to act on behalf of, and in the name of, each Securityholder with respect to all matters relating to this Agreement or such other agreements, and the transactions contemplated hereunder or thereunder; provided that, with respect to the matters set forth in Section 2.08 (and any matters directly related thereto) the Securityholders’ Representative shall act in accordance the vote of the holders of the majority of shares of Company Capital Stock as of immediately prior to the Effective Time. Without limiting the generality of the foregoing, the Securityholders’ Representative is hereby granted the power and authority by each Securityholder to negotiate and enter into amendments to this Agreement and the other agreements contemplated hereby for the Securityholders’ Representative and on behalf of each such Securityholder, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or such other agreements or any document delivered to the Securityholders’ Representative in such capacity pursuant hereto or thereto, and to do or refrain from doing all such further acts and things, and execute all such documents, as the 57 Securityholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby.
Securityholders’ Representative. All notices to be provided to the Securityholders as an Indemnitee or Indemnitor pursuant to this Section 8.2(d) shall be provided to the Securityholders’ Representative and the Securityholders’ Representative shall act on behalf of the Securityholder Indemnitees and any Securityholders that are Indemnitors under this Section 8.2(d).
Securityholders’ Representative. By execution of this Agreement or the Joinder Agreement, each Holder authorizes and appoints Xxxxxxx X. Xxxxxxx as the "Securityholders' Representative." The Securityholders' Representative is authorized and appointed by each Holder as his, her or its exclusive agent and attorney-in-fact to do any and all things and to execute any and all Transaction Agreements, other than the Joinder Agreement, (which, for the avoidance of doubt, excludes any Employment Agreement or Non-Competition Agreement which such Holder may be a party to) or other papers, in such Holder's name, place and stead, in any way which such Holder could do if personally present, with respect to all matters which are the subject of the Transaction Agreements, other than the Joinder Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given thereunder, (b) amending or otherwise modifying this Agreement or any other Transaction Agreement, other than the Joinder Agreement, and (c) asserting, settling, compromising, waiving or defending, or determining not to assert, settle, compromise or defend, (i) any claim which any Holder may assert, or have the right to assert, against Parent, or (ii) any claim which a Parent Indemnitee may assert, or have the right to assert, against any Holder. Upon the receipt of written evidence satisfactory to Parent to the effect that Xxxxxxx X. Xxxxxxx (or any subsequent Securityholders' Representative) has died, become disabled, incapacitated or resigned, and that another Holder or other Person has been appointed as a substitute Securityholders' Representative by a majority in interest (based on Company Common Stock ownership immediately prior to the Effective Time) of the Holders or their successors, such Person shall be vested with the power and authority of a Securityholders' Representative as set forth in this Section 2.10 and Parent shall be entitled to rely on such substitute Securityholders' Representative to the same extent as it was entitled to rely upon the original Securityholders' Representative with respect to the matters covered by this Section 2.10. No Holder shall act with respect to any of the matters which are the subject of this Agreement except through the Securityholders' Representative. The Holders acknowledge and agree that Parent may deal exclusively with the Securityholders' Representative in respect of such matters, that ...
Securityholders’ Representative. (a) Prior to entry into this Agreement, the Company and the Unitholders (other than the Blocker Members) shall appoint Chilly Water, LLC to act as the representative for the benefit of each Unitholder (other than the Blocker Members) as the exclusive agent and attorney- in-fact to act on behalf of each Unitholder (other than the Blocker Members), in connection with the transactions contemplated hereby.
Securityholders’ Representative. (a) The Securityholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Securityholders’ Representative. The Securityholders’ Representative shall take any and all actions which she believes are necessary or appropriate under this Agreement and the Escrow Agreement, including, without limitation, executing the Escrow Agreement as Securityholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Securityholders’ Representative, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Escrow Amount pursuant to Section 8.2 (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent, Buyer and their respective agents regarding such claims, dealing with Parent, Buyer and the Escrow Agent under this Agreement, taking any all other actions specified in or contemplated by this Agreement or the Escrow Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Securityholders’ Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof in her capacity as Securityholders’ Representative.
Securityholders’ Representative. By their approval of this Agreement, the Eligible Securityholders hereby irrevocably appoint Xxxxxxx X. Xxxxxxxxxx as their agent for purposes of Section 1.6, Section 1.11, Section 5.10, Section 9, Section 10.5 and Section 10.14 (the “Securityholders’ Representative”), and Xxxxxxx X. Xxxxxxxxxx hereby accepts his appointment as the Securityholders’ Representative. Parent shall be entitled to deal exclusively with the Securityholders’ Representative on
Securityholders’ Representative. (a) In order to efficiently administer the provisions of this Agreement, including the defense and/or settlement of any claims under Section 6 or 7.2 hereof, if the Merger is approved by the Shareholders, effective upon such vote and without further act of any Securityholder, Xxxxxxx Xxxxxx shall be appointed and shall act as the agent and attorney-in-fact for and on behalf of the Securityholders other than holders of the Dissenting Shares, if any (the “Securityholders’ Representative”). The Securityholders’ Representative shall, on behalf of the Securityholders:
Securityholders’ Representative. (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Securityholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Sections 1.10, 1.13 and 8, the Participating Securityholders, by the adoption of this Agreement, acceptance of consideration under this Agreement and/or the completion and execution of the letters of transmittal shall be deemed to have designated Fortis Advisors LLC as the representative of the Participating Securityholders (the “Securityholders’ Representative”).
