Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) Each Holder hereby consents to (i) the appointment of ▇▇▇▇▇ ▇▇▇▇▇ as the Stockholder Representative ▇▇▇▇▇▇▇▇▇ and as the attorney-in-fact for and on behalf of such Holder, and (ii) the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and all other documents contemplated hereby and (B) to take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. (b) Each Holder shall be bound by the actions taken by the Stockholder Representative exercising the rights granted to it by this Agreement or the other documents contemplated by this Agreement, and the Company and Buyer shall be entitled to rely on any such action or decision of the Stockholder Representative. (c) If the Stockholder Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Holders shall appoint a new Stockholder Representative as soon as reasonably practicable by written consent of Holders of a majority of the then outstanding Registrable Securities by sending notice and a copy of the duly executed written consent appointing such new Stockholder Representative to the Company and Buyer. (Signature pages follow.)

Stockholder Representative. (a) Each Holder of the Stockholders hereby consents to (i) the appointment of ▇▇irrevocably authorizes and appoints B▇▇▇ ▇▇▇▇▇ as the Stockholder Representative ▇. ▇▇▇▇▇▇▇▇ (the "Stockholder Representative") as his or her representative and as the true and lawful attorney-in-fact for and on behalf of such Holderagent to act in his or her name, place, and (ii) the taking s▇▇▇▇ and to execute any agreement, certificate, instrument, or document to be delivered by the Stockholders in connection with this Agreement and the Contemplated Transactions. The Stockholder Representative shall serve as the agent of the Stockholders for all purposes related to this Agreement, including without limitation any notice required to be delivered to the Stockholders under this Agreement or any of the other Transaction Documents. The Stockholder Representative shall have the full power, authority, and right to perform, do, and take any and all actions and they deem necessary or advisable to carry out the making purposes of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated herebyother Transaction Documents, including, without limitation, (A) the exercise of the power to agree to execute any consents under amend or modify this Agreement and all the other documents contemplated hereby Transaction Documents and (B) to take all actions necessary in the judgment waive any provision herein or therein. All decisions of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. (b) Each Holder shall be bound by binding upon the actions taken by the Stockholder Representative exercising the rights granted to it by this Agreement or the Stockholders. Covenant and each other documents contemplated by this Agreement, and the Company and Buyer Party shall be entitled to rely on upon such authorization and designation and shall be fully protected in dealing with the Stockholder Representative with respect to any such and all matters concerning the Stockholders; provided, however, that nothing set forth herein shall require Covenant to accept the signature or action or decision of the Stockholder Representative. (c) If the Stockholder Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Holders shall appoint a new Stockholder Representative as soon as reasonably practicable by written consent of Holders of a majority in lieu of the then outstanding Registrable Securities by sending notice and a copy signature or action of the duly executed written consent appointing such new Stockholder Representative to the Company and Buyer. (Signature pages followany Stockholder.)

Stockholder Representative. (a) Each Holder hereby consents to (i) the appointment of ▇▇▇▇▇ ▇▇▇▇▇ as the Stockholder Representative ▇▇▇▇▇▇▇▇▇ and as the attorney-in-fact for and on behalf of such Holder, and (ii) the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and all other documents contemplated hereby and (B) to take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. (b) Each Holder shall be bound by the actions taken by the Stockholder Representative exercising the rights granted to it by this Agreement or the other documents contemplated by this Agreement, and the Company and Buyer shall be entitled to rely on any such action or decision of the Stockholder Representative. (c) If the Stockholder Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Holders shall appoint a new Stockholder Representative as soon as reasonably practicable by written consent of Holders of a majority of the then outstanding Registrable Securities by sending notice and a copy of the duly executed written consent appointing such new Stockholder Representative to the Company and Buyer. (Signature pages follow.)

Stockholder Representative. The Stockholders shall at all times maintain a representative (athe "STOCKHOLDER REPRESENTATIVE") Each Holder hereby for purposes of taking certain actions and giving certain consents to (i) on behalf of the appointment of Stockholders as specified herein. The Stockholder Representative will be Davi▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as ess and until the Stockholder Representative ▇▇▇▇▇▇▇▇▇ and as the attorney-in-fact for and on behalf Stockholders, each having voting power in proportion to such Stockholder's ownership of voting securities of Seller, elect his replacement by majority vote of such Holdershares and notify Buyer thereof. Actions taken, consents given and (ii) the taking representations made by the Stockholder Representative on behalf of the Stockholders pursuant hereto shall be binding upon 33 41 the Stockholders. Before the Closing, the Stockholder Representative is authorized by the Stockholders to take any and all actions and action on behalf of the making of any decisions required or permitted by, or with respect to, this Agreement and Stockholders to facilitate the transactions contemplated herebyhereby which such Stockholder Representative is directed to take by Seller acting through a majority of the members of the Board of Directors in office prior to the Closing, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and all other documents contemplated hereby and (B) to take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. (b) Each Holder shall be bound by the actions taken by the Stockholder Representative exercising the rights granted to it by this Agreement or the other documents contemplated by amending this Agreement, and executing documents or instruments. After the Company and Buyer shall be entitled to rely on any such action or decision of the Stockholder Representative. (c) If Closing, the Stockholder Representative shall resign is authorized by the Stockholders to take any action on behalf of the Stockholders to facilitate or otherwise be unable to fulfill its responsibilities hereunder, administer the Holders shall appoint a new transactions contemplated hereby as the Stockholder Representative as soon as reasonably practicable by written consent of Holders of a majority of the then outstanding Registrable Securities by sending notice and a copy of the duly executed written consent appointing such new Stockholder Representative to the Company and Buyer. (Signature pages followdeems appropriate.)