Common use of Representations and Agreements of Holders Clause in Contracts

Representations and Agreements of Holders. Each Holder of an Equity-Linked Security by its acceptance thereof: (i) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes; (ii) in the case of a Purchase Contract that is a component of a tMEDS, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contact and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes; (iii) consents to the provisions hereof; (iv) represents that its acquisition of such Equity-Linked Security and its holding of the same satisfy the applicable fiduciary requirements of ERISA, if any, and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or that such acquisition otherwise will not result in a nonexempt prohibited transaction; (v) in the case of a Holder that holds a tMEDS, agrees with the tax and other treatment provided for in Section 10.07; and (vi) agrees to be bound by the terms and provisions thereof.

Representations and Agreements of Holders. Each Holder of an Equity-Linked Security by its acceptance thereof: (i) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes; (ii) in the case of a Purchase Contract that is a component of a tMEDSUnit, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contact and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes; (iii) consents to the provisions hereof; (iv) represents that its acquisition of such Equity-Linked Security and its holding of the same satisfy the applicable fiduciary requirements of ERISA, if any, and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or that such acquisition otherwise will not result in a nonexempt prohibited transaction; (v) in the case of a Holder that holds a tMEDSUnit, agrees with the tax and other treatment provided for in Section 10.07; and (vi) agrees to be bound by the terms and provisions thereof.