Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) Upon adoption of this Agreement by the Board of Directors of the Company and approval of this Agreement by the stockholders of the Company in accordance with the DGCL, (a) Madison Dearborn Capital Partners III, L.P. (the “Stockholder Representative”) is appointed the attorney in fact of the Company Holders and Option Holders, with full power and authority, including power of substitution, acting in the name of and for and on behalf of the Company Holders and Option Holders, to direct the distribution of the Escrow Account and to pursue, defend and settle any claims relating thereto, and (b) the Stockholder Representative shall have the full power to execute and deliver the Escrow Agreement and shall have all of the rights and all of the obligations of the Stockholder Representative as set forth in the Escrow Agreement. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Company Holder or Option Holder or the occurrence of any other event or events. Each Company Holder and each Option Holder agrees that all expenses incurred by the Stockholder Representative or by the Escrow Agent on behalf of any of them may be paid out of the Escrow

Stockholder Representative. (a) Upon adoption Seller and the Stockholders, by virtue of this Agreement by the Board of Directors of the Company and their approval of this Agreement, will be deemed to have irrevocably constituted and appointed, ▇. ▇. ▇▇▇▇▇, effective as of the Effective Time, (together with his permitted successors, the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement or any transactions contemplated by the stockholders Escrow Agreement, to exercise all or any of the Company in accordance with powers, authority and discretion conferred on him under either this Agreement or the DGCL, (a) Madison Dearborn Capital Partners III, L.P. (the “Stockholder Representative”) is appointed the attorney in fact of the Company Holders and Option Holders, with full power and authority, including power of substitution, acting in the name of and for and on behalf of the Company Holders and Option HoldersEscrow Agreement, to direct waive any terms and conditions of any such agreement (other than the distribution of the Escrow Account Merger Consideration), to give and receive notices on their behalf and to pursuebe their exclusive representative with respect to any Action arising with respect to any transaction contemplated by any such agreement, defend including, without limitation, the defense, settlement or compromise of any Action for which the Buyer or the Acquisition Company may be entitled to indemnification and settle any claims relating thereto, and (b) the Stockholder Representative shall have agrees to act as, and to undertake the full power to execute duties and deliver the Escrow Agreement responsibilities of, such agent and shall have all of the rights and all of the obligations of the Stockholder Representative as set forth in the Escrow Agreementattorney-in-fact. This appointment and power of attorney shall be deemed as is coupled with an interest and all authority conferred hereby shall be irrevocable and is irrevocable. The Stockholder Representative shall not be subject to termination liable for any action taken or not taken by operation him in connection with his obligations under this Agreement in the absence of law, whether by the death his own gross negligence or incapacity or liquidation or dissolution of any Company Holder or Option Holder or the occurrence of any other event or eventswillful misconduct. Each Company Holder and each Option Holder agrees that all expenses incurred by If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his successor, who shall serve and exercise the powers of Stockholder Representative hereunder, shall be named by the Escrow Agent on behalf of any of them may be paid out those persons holding a majority of the EscrowShares of Common Stock.

Stockholder Representative. The Sellers hereby irrevocably constitute and appoint, effective as of the Closing, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (a) Upon adoption of together with his permitted successors, the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Board of Directors Escrow Agreement, to exercise all or any of the Company powers, authority and approval of this Agreement by the stockholders of the Company in accordance with the DGCL, (a) Madison Dearborn Capital Partners III, L.P. (the “Stockholder Representative”) is appointed the attorney in fact of the Company Holders and Option Holders, with full power and authority, including power of substitution, acting in the name of and for and discretion conferred on behalf of the Company Holders and Option Holdershim under any such agreement, to direct the distribution waive any terms and conditions of the Escrow Account any such agreement, to give and receive notices on their behalf and to pursuebe their exclusive representative with respect to any matter, defend suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Buyer may be entitled to indemnification and settle any claims relating thereto, and (b) the Stockholder Representative shall have agrees to act as, and to undertake the full power to execute duties and deliver the Escrow Agreement responsibilities of, such agent and shall have all of the rights and all of the obligations of the Stockholder Representative as set forth in the Escrow Agreementattorney-in-fact. This appointment and power of attorney shall be deemed as is coupled with an interest and all authority conferred hereby shall be irrevocable and is irrevocable. The Stockholder Representative shall not be subject to termination liable for any action taken or not taken by operation him or it in connection with his obligations under this Agreement (i) with the consent of lawSellers who, whether by as of the death date of this Agreement, owned a majority of the outstanding shares of Company Common Stock or incapacity (ii) in the absence of his own gross negligence or liquidation or dissolution of any Company Holder or Option Holder or the occurrence of any other event or eventswilful misconduct. Each Company Holder and each Option Holder agrees that all expenses incurred by If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by the Escrow Agent on behalf of any of them may be paid out those persons holding a majority of the Escrowshares of Company Common Stock outstanding immediately prior to the Closing which successor shall serve and exercise the powers of Stockholder Representative hereunder.

Stockholder Representative. (a) Upon adoption For purposes of this Agreement by the Board of Directors of the Company and approval of this Agreement by Agreement, the stockholders of Target, without any further action on the Company in accordance with part of any such stockholder, shall be deemed to have consented to the DGCL, (a) Madison Dearborn Capital Partners III, L.P. appointment of Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ the representative of such stockholders (the “"Stockholder Representative”) is appointed "), as the attorney in attorney-in-fact of the Company Holders and Option Holders, with full power and authority, including power of substitution, acting in the name of and for and on behalf of each such Stockholder, and the Company Holders taking by the Stockholder Representative of any and Option Holdersall actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the exercise of the power to direct the distribution (i) authorize delivery to Buyer of the Escrow Account Shares, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and to pursue, defend and settle any claims relating theretocompromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (biii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Stockholder Representative shall have for the full power to execute and deliver the Escrow Agreement and shall have all accomplishment of the rights foregoing and all of the obligations other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative as set forth in has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement and the Escrow disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. This appointment and power The stockholders of attorney shall Target will be deemed as coupled with an interest and bound by all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Company Holder or Option Holder or the occurrence of any other event or events. Each Company Holder and each Option Holder agrees that all expenses incurred actions taken by the Stockholder Representative in connection with this Agreement and Buyer shall be entitled to rely on any action or by the Escrow Agent on behalf of any of them may be paid out decision of the EscrowStockholder Representative. The Stockholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice,