Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guara...
Seller Representative. (a) REL is hereby constituted and appointed as the Seller representative (the “Seller Representative”) and hereby accepts such appointment, effective as of the Closing. Each Seller, by virtue of its adoption of this Agreement, is deemed to have appointed and constituted the Seller Representative as their agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. Except where otherwise provided in this Agreement (including Article VIII), the Seller Representative is the exclusive agent for and on behalf of the Sellers after the Closing to (1) give and receive notices and communications to or from Purchaser Parent (on behalf of itself or any other Purchaser Indemnitee) relating to this Agreement or any of the Transactions; (2) object to indemnification claims in accordance with Section 8.8; (3) subject to Section 8.7(d), consent or agree to, negotiate, enter into settlements and compromises of, and comply with Orders with respect to, such claims; and (4) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the matters set forth in this Section 10.1, in each case without having to seek or obtain the consent of any Person under any circumstance. The Seller Representative is the sole and exclusive means of asserting or addressing any of the above, and no Seller has any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Seller Representative. This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any Seller or by operation of Law, as the result of any event, and any action taken by the Seller Representative will be as valid as if such event had not occurred, regardless of whether or not any Seller or the Seller Representative will have received any notice thereof. Seller Representative shall be entitled to pro rata contribution from each Seller with respect to any fees, expenses or other amounts that Seller Representative pays or incurs hereunder in its role as Seller Representative (including but not limited to the fees and expenses of the Settlement Accountant).
Seller Representative. (a) Each of the Equityholders hereby appoints Xxxxxx Xxxxxxxx as its agent and attorney-in-fact, as the Seller Representative for and on behalf of the Equityholders to give and receive notices and communications, 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 claims by Indemnified Parties for indemnification pursuant to this Agreement, 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 Parties against any Equityholders or by any such Equityholders against any Indemnified Parties or any dispute between any Indemnified Parties and any such Equityholders, 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 Seller Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Equityholders from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, however, that the Seller Representative may not be removed unless holders of a majority of the Seller Shares immediately prior to the Closing agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Seller Representative may be filled by the holders of a majority of the Seller immediately prior to the Closing. No bond shall be required of the Seller Representative, and the Seller Representative shall not receive any compensation for its services. Notices or communications to or from the Seller Representative shall constitute notice to or from the Equityholders
Seller Representative. Each Seller, by the execution of this Agreement, shall be deemed to have irrevocably appointed, authorized and directed Xxxxx X. Xxxxxxxx III, in his capacity as the Seller Representative, to act as such Seller’s agent, representative, proxy and attorney-in-fact for the purpose of effecting the consummation of the transactions contemplated by this Agreement and exercising, on behalf of all Sellers, the rights and powers of Sellers hereunder and thereunder. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority, and is hereby directed, for and on behalf of all Sellers, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Seller Representative hereunder in connection with the transactions contemplated hereby and to exercise such rights, power and authority as are incidental thereto, to represent any Seller at and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Seller, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, or any other agreements, certificates, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all claims against any Seller in connection with this Agreement, and to settle all such claims on behalf of all Sellers. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. The Seller Representative shall serve as such from the date hereof until the earlier of his resignation, death or incapacity or the completion of his obligations hereunder. In the event that Xxxxx X. Xxxxxxxx III is unable or unwilling to continue to serve as the Seller Representative, or otherwise ceases to be Sellers Representative, his successor shall be promptly appointed by Sellers.
Seller Representative. (a) Seller hereby irrevocably appoints the Seller Representative as its representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of Seller with respect to the Transactions, and to act on behalf of Seller in any amendment of or litigation involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as Seller Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power:
Seller Representative. (a) By virtue of execution of this Agreement and/or execution of the Option Cancellation Agreement, and without any further act of the Sellers, the Sellers will be deemed to have irrevocably designated Cyprium Investment Partners LLC as the Seller Representative and representative, agent and attorney-in-fact for each Seller for all matters relating to this Agreement, including without limitation, executing any and all instruments or other documents, and performing any and all other acts or things, in the Sellers’ names and on their behalf, that the Seller Representative may deem necessary or advisable, or that may be required pursuant to this Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Representative shall have the full power and authority, in the names of the Sellers and on their behalf, to: (i) agree with the Purchaser with respect to any matter or thing required or deemed necessary by the Seller Representative in connection with the provisions of this Agreement calling for the agreement of the Sellers, give and receive notices on behalf of all Sellers, and act on behalf of the Sellers in connection with any matter as to which the Sellers are or may be obligated to indemnify the Purchaser under this Agreement, all in the absolute discretion of the Seller Representative; (ii) interpret the terms and provisions of this Agreement; (iii) dispute or fail to dispute any Losses claimed hereunder and to negotiate and compromise any dispute which may arise under this Agreement and to sign any releases or other documents with respect to any such dispute, including the interpretation of, disputing or failing to dispute the composition or amount of Closing Cash on Hand, Closing Indebtedness, Closing Net Working Capital, Transaction Expenses or any item on the Closing Statement and negotiating and signing any release in respect of any dispute that may arise under Section 1.6; (iv) execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement; (v) receive funds and give receipt for funds and to distribute to the Sellers their respective Pro Rata Share of any funds to which they are entitled pursuant to this Agreement; and (vi) in general, ...
Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers and their successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller Documents, (ii) execute and deliver all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactions, (iii) receive service of process in connection with any claims under this Agreement, (iv) 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, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (vi) give and receive notices and communications, (v) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (vii) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement.
Seller Representative. (a) By virtue of the adoption of this Agreement by the Sellers other than [***], and without further action of any such Seller, each such Seller shall be deemed to have irrevocably constituted and appointed [***] (and by execution of this Agreement [***] hereby accepts such appointment) as agent and attorney-in-fact (in such capacity, the “Seller Representative”) for and on behalf of the Sellers (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Seller with respect to and in connection with and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Seller Representative of any and all actions and the making of any decisions required or permitted to be taken by the Seller Representative under Section 2.2 or Article 7. The power of attorney granted in this Section 8.1 is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of each Seller. No bond shall be required of the Seller Representative, and the Seller Representative shall receive no compensation for his services.
Seller Representative. (a) The Stockholders, by virtue of the approval and adoption of this Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as their agent and attorney-in-fact for and on behalf of each Securityholder with full power of substitution, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; (iv) taking or foregoing any and all actions and making any and all decisions required or permitted to be taken or made by the Seller Representative under this Agreement and the Escrow Agreement; and (v) taking or foregoing any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder ...
Seller Representative. Each Seller hereby appoints Plexus as its agent, attorney-in-fact and representative (in such capacity, the “Seller Representative”), and Plexus accepts such appointment, for the purpose of (i) making any purchase requests or other requests required under this Agreement, including, without limitation, the submission or delivery of any Purchase Request to the Purchaser, (ii) the receipt of any notice of required repurchase pursuant to Section 11.2, (iii) the giving and receipt of any other notices to, or demand of, any Seller under this Agreement, (iv) the delivery of all documents, reports, financial statements and written materials required to be delivered by any Seller under this Agreement, (v) the receipt of all payments owing to a Seller hereunder, together with the subsequent allocation of such payment proceeds between the Sellers, (vi) taking any and all other actions required to be undertaken hereunder by the Seller Representative, and (vii) all other purposes incidental to any of the foregoing. Each Seller agrees that any action taken by the Seller Representative as the agent, attorney-in-fact and representative of such Seller shall be binding upon such Seller, to the same extent as if directly taken by such Seller.
