definiens: as defined in Regulation D promulgated under the Securities Act, the Companies may cause to be paid to any such Securityholder other than a Major Investor ( unless it consents thereto ) in lieu thereof, against surrender of the Shares which wo uld have otherwise been sold by such Securityholder, an amount in cash equal to the fair value ( as determined in good faith by the Corporation ) of the securities which such Securityholder would otherwise receive as of the date of the issuance of such secur ities in exchange for the Shares ; ( g ) in the event that a majority in interest of the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative ( the ) with respect to matters affecting the Securityholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, ( x ) to consent to ( i ) the appointment of such Stockholder Representative, ( ii ) the establishment of any applicable escrow, expen se or similar fund in connection with any indemnification or similar obligations, and ( iii ) the payment of such Securityholder ’s pro rata portion ( from the applicable escrow or expense fund ) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative ’s services and duties in connection with such Sale of the Company and its related service as the representative of the Securityholders, and ( y ) not to assert any claim or commence any suit ag ainst the Stockholder Representative or any other Securityholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct ; 8.3 . Right to Purchase by Significant Securityholders