Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. 7 (a) In order to efficiently administer the waiver of any condition or right of the Stockholders and the settlement of any dispute arising under the Agreement, the Stockholders hereby designate “Stockholders’ Representative”). as their representative (the (b) The Stockholders hereby authorize the Stockholders’ Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders under this Agreement, the waiver of any right of the Stockholders hereunder, or the settlement of any dispute arising hereunder, (ii) to give and receive all notices required to be given under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement; [provided, however, that the Stockholders’ Representative shall not have authority to commence legal proceedings on behalf of the Stockholders without their consent]. (c) In the event that the Stockholders’ Representative dies, becomes legally incapacitated, or resigns from such position, shall fill such vacancy and shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement; however, no change in the Stockholders’ Representative shall be effective until Buyer is given notice of it by the Stockholders. (d) All decisions and actions by the Stockholders’ Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. 6This allocation provision is favorable to the buyer, and the seller may insist that the buyer and the seller agree to the allocation prior to closing the transaction. If this alternative is used, the agreement may include figures, if they are available at the closing, or a formula with respect to items that would be hard to determine at or before the closing, such as inventory. For example, it would be customary to value current assets at 100 percent of their book values at the closing (assuming that such value is indicative of fair market value), and to use appraised fair market values for fixed assets, leases or licenses.

Stockholders’ Representative. 7 (a) In order to efficiently administer the waiver of any condition or right Each stockholder of the Stockholders Company, by virtue of the adoption of this Agreement and approval of the Merger by the holders of Company Common Stock (regardless of whether or not all such stockholders vote in favor of or consent to the adoption of this Agreement and approval of the Merger and the settlement other Transactions, and regardless of any dispute arising under whether at a meeting or in an action by written consent in lieu thereof), designates ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as his, her or its representative (the Agreement, the Stockholders hereby designate “Stockholders’ Representative”). as their representative (the (b) The Stockholders hereby authorize the Stockholders’ Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders under this Agreement, the waiver of any right of the Stockholders hereunder, or the settlement of any dispute arising hereunder, (ii) to give and receive all notices required to be given under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms for purposes of this Agreement; [provided, however, that the Stockholders’ Representative shall not have authority to commence legal proceedings on behalf . The holders of the Stockholders without Company Common Stock and their consent]. (c) In the event that the Stockholders’ Representative dies, becomes legally incapacitated, or resigns from such position, shall fill such vacancy and respective successors shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement; howeverhave approved, no change in the Stockholders’ Representative and shall be effective until Buyer is given notice of it by the Stockholders. (d) All decisions bound by, any and all actions taken by the Stockholders’ Representative shall be binding upon all on their behalf under or otherwise relating to this Agreement and the Transactions as if such actions were expressly ratified and confirmed by each of the Stockholders, them and no Stockholder holder of Company Common Stock shall have the right to object, dissent, protest or otherwise contest the same. 6This allocation provision In the event that the Stockholders’ Representative is favorable unable or unwilling to serve or shall resign, a successor Stockholders’ Representative shall be selected by the holders of a majority of the shares of Company Common Stock outstanding immediately prior to the buyerClosing. In the event of a notice of proposed resignation, or any death, disability or other replacement of the Stockholders’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of death of the Stockholders’ Representative, the executor or other representative of the Stockholders’ Representative’s estate shall be deemed to be the successor); and Parent shall be notified promptly of such appointment by the successor Stockholders’ Representative. No resignation, nor any other replacement, of any Stockholders’ Representative is effective against Parent or Merger Sub until selection of a successor and written notice to Parent of such selection. Each successor Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the predecessor Stockholders’ Representative. (b) All communications or writings to be sent to the holders of Company Common Stock pursuant to this Agreement may be addressed to the Stockholders’ Representative. Each stockholder of the Company, by virtue of the adoption of this Agreement and approval of the Merger by the holders of Company Common Stock (regardless of whether or not all such stockholders vote in favor of or consent to the adoption of this Agreement and approval of the Merger and the other Transactions, and the seller may insist regardless of whether at a meeting or in an action by written consent in lieu thereof) consents and agrees that the buyer Stockholders’ Representative is authorized to give and accept deliveries, including any notice, on behalf of each holder of Company Common Stock pursuant hereto. (c) The Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each holder of Company Common Stock, with full power of substitution in such holder’s name and on such holder’s behalf to act according to the terms of this Agreement and the seller agree other documents contemplated hereby in the absolute discretion of the Stockholders’ Representative; and in general to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement, including Article 9 hereof and the Ancillary Documents. This power of attorney and all authority hereby conferred is granted subject to the allocation interest of the other holders of Company Common Stock hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any holder of Company Common Stock, by operation of law, by such holder’s death or disability or by any other event. (d) Without limiting the generality of Section 2.03(a) or 2.03(c), the Stockholders’ Representative is hereby authorized to have full power and authority to interpret all the terms and provisions of any Ancillary Document and to consent to any amendment hereof or thereof on behalf of each of the holders of the Company Common Stock in his capacity as the Stockholders’ Representative. (e) The Stockholders’ Representative shall be entitled to receive advances or reimbursement for any and all reasonable expenses, charges, liabilities and debts, including reasonable attorneys’ fees, incurred by the Stockholders’ Representative in the performance and discharge of its rights and obligations hereunder. The Stockholders’ Representative shall be entitled to collect such advances or reimbursement in cash from the Stockholders’ Representative Escrow Deposit pursuant hereto and pursuant to the Stockholders’ Representative Escrow Agreement. On the first Business Day after the date that is twelve (12) months after the Closing Date, the portion of the Stockholders’ Representative Escrow Deposit remaining in escrow on such date shall be disbursed by the Escrow Agent to the Company Stockholders pursuant to the terms of the Stockholders’ Representative Escrow Agreement; provided, however, that the Stockholders’ Representative shall have the right in his sole discretion to extend such disbursement date to a later date by providing written notice to the Escrow Agent prior to closing such date (during which extended period the transaction. If Stockholders’ Representative will continue to be entitled to collect advances and reimbursements in cash from the Stockholders’ Representative Escrow Deposit pursuant hereto and pursuant to the Stockholders’ Representative Escrow Agreement). (f) By virtue of adoption of this alternative is usedAgreement and approval of the Merger and the other Transactions by the Company Stockholders, each Company Stockholder shall be deemed to have released the agreement may include figuresStockholders’ Representative from, if they are available at and agreed to indemnify the closingStockholders’ Representative against, liability for any action taken or not taken by the Stockholders’ Representative in its capacity as Stockholders’ Representative, except for the liability of the Stockholders’ Representative to a formula with respect to items that would be hard to determine at or before the closing, such as inventory. For example, it would be customary to value current assets at 100 percent of their book values at the closing (assuming Company Stockholder for loss that such value is indicative of fair market value), and to use appraised fair market values for fixed assets, leases or licensesCompany Stockholder suffers from fraud committed by the Stockholders’ Representative in carrying out its duties hereunder.