Common use of Authority After the Effective Time Clause in Contracts

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, to: (i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security Agreements; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Security Agreements; (iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security Agreements; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security Agreements); (v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security Agreements; (vi) apply the Committee Reimbursement Amount to the payment of, or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5; (vii) take such other action as the Stockholder Representative Committee may deem appropriate, including: (A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under any of the Security Agreements; and (C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or the Security Agreements.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to: (i) take all actions required by, and exercise all rights granted to, and satisfy all obligations imposed upon, the Stockholder Representative Committee in this Agreement or the Security AgreementsAgreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Security AgreementsAgreement; (iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security AgreementsAgreement; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing Merger and delivering the Security Agreements)Transactions; (v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security AgreementsTransactions; (vi) apply the Committee Representative Reimbursement Amount to the payment of, of (or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges ) expenses and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5Agreement, including with respect to Article 10 hereof; (vii) apply all or a portion of the Closing Cash Adjustment Reserve (and the Indemnification Reserve Amount, if necessary) to any payments required by Section 3.09 or receive any payments from Parent pursuant to that Section; (viii) apply all or a portion of the Indemnification Reserve Amount to satisfy its obligations under Article 10 hereof; and (ix) take such other action as is necessary on behalf of the Stockholder Representative Committee may deem appropriateCompany Stockholders in connection with this Agreement and the Merger and the Transactions, including: (A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under any of the Security Agreements; and (C) , without limitation, all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or and the Security AgreementsAncillary Documents.

Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to: (i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security AgreementsAgreement; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by the Parent or any other person pursuant to this Agreement or the Security AgreementsAgreement; (iii) negotiate, undertake, compromise, defend, resolve and settle on behalf of the Selling Stockholders, any suit, proceeding or dispute arising under this Agreement between such Selling Stockholder and the Parent or the Security AgreementsSurviving Corporation; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security Agreements)Agreement; (v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security Agreements;Agreement; and (vi) apply the Committee Reimbursement Amount to the payment of, or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5; (vii) take such other action as the Stockholder Representative Committee may deem appropriate, including: (A) agreeing to any modification or amendment of any of this Agreement or on behalf of the Security Agreements Selling Stockholders and executing and delivering an agreement of effecting such modification or amendment; (B) taking any actions required or permitted under any of the Security Agreements; and (CB) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement. The parties hereto understand and agree that the Stockholder Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all of this Agreement the above actions or any other action, and any taking or refraining from taking any or all of the Security Agreementsabove actions or any other action shall not create any duty or obligation to take or refrain from taking any later or successive action.