Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. DLJMB will serve as the Stockholders’ representative (in such capacity, the “Stockholders’ Representative”) and will take such actions to be taken by the Stockholders’ Representative under this Agreement and the other Transaction Agreements and such other actions on behalf of the Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, including (i) taking all actions and making all filings on behalf of the Stockholders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by any Transaction Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, and complying with orders of courts with respect to any claims under any Transaction Agreement including claims relating to the determination of Closing Working Capital and Closing Cash, (iii) subject to Section 11.03, negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement, and (iv) taking all other actions that are either (A) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (B) contemplated by the terms of any Transaction Agreement. The Stockholders’ Representative shall not be liable to any Stockholder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgment.

Stockholders’ Representative. DLJMB will serve as the Stockholders’ representative (in such capacitya) The Company, on behalf of each of its stockholders, hereby irrevocably appoints Maxor (the “Stockholders’ Representative”) as agent and will attorney-in-fact for the stockholders of the Company to take such actions any action required or permitted to be taken by such stockholder under the terms of this Agreement and the Escrow Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices or instructions to be delivered or received by or on behalf of any or all of the stockholders of the Company, the payment of expenses relating to the transactions contemplated by this Agreement and the Escrow Agreement, the representation of the stockholders of the Company in post-Closing adjustment and indemnification proceedings hereunder and thereunder, the settlement of any claim or resolution of any dispute and the right to waive, modify or amend any of the terms of this Agreement and the Escrow Agreement, and agrees to be bound by any and all actions taken by such agent on such stockholder’s behalf. (b) Parent and the Surviving Corporation shall be entitled to rely exclusively upon any communications or writings given or executed by the Stockholders’ Representative under this Agreement and the other Transaction Agreements and such other actions on behalf of the Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, including (i) taking all actions and making all filings on behalf of the Stockholders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by any Transaction Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, and complying with orders of courts with respect to any claims under any Transaction Agreement including claims relating to the determination of Closing Working Capital and Closing Cash, (iii) subject to Section 11.03, negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement, and (iv) taking all other actions that are either (A) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (B) contemplated by the terms of any Transaction Agreement. The Stockholders’ Representative shall not be liable to in any Stockholder manner whatsoever for any act done action taken or omitted hereunder as not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgmentRepresentative.