Common use of Designation and Authority Clause in Contracts

Designation and Authority. Effective upon the adoption of this Agreement by the Company Stockholders, and without further act of any such Person, the Stockholder Representative shall be, and hereby is, appointed as the representative, agent, and attorney-in-fact of each former holder of Company Capital Stock for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Stockholder Representative under this Agreement or the CVR Agreement, including, without limitation: (i) executing and delivering the CVR Agreement and any documents, certificates, or instruments ancillary thereto, (ii) enforcing rights and obligations of the holders of Company Capital Stock under this Agreement and the CVR Agreement, including with respect to the Earnout Shares, (iii) receiving notices or other communications pursuant to this Agreement or the CVR Agreement, (iv) waiving, amending or modifying any terms of this Agreement or the CVR Agreement (in each case, to the extent permitted by the respective agreement), and (v) taking any and all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing.