Appointment of Representative. (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows:
Appointment of Representative. Each party will appoint a representative for the purposes of the mediation who will have authority to reach an agreed solution and effect settlement.
Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under...
Appointment of Representative. (a) By voting in favor of the Merger or participating in the conversion of Company Common Stock, Company Preferred Stock or Company Warrants, each Effective Time Holder approves the designation of and designates the Representative as the representative of the Effective Time Holders and as the attorney-in-fact and agent for and on behalf of each Effective Time Holder with respect to claims for indemnification under this ARTICLE 12 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (a) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Acquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Acquiror of the Escrow Shares in satisfaction of indemnification claims by Acquiror or any other Acquiror Indemnified Person pursuant to this ARTICLE 12 (including by not objecting to such claims); (c) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to, (i) indemnification claims by Acquiror or any other Acquiror Indemnified Person pursuant to this ARTICLE 12 or (ii) any dispute between any Acquiror Indemnified Person and any such holder, in each case relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; and (d) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other handling of all claims under this ARTICLE 12 and all rights or obligations arising under this ARTICLE 12. The Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with this ARTICLE 12, and Acquiror and other Acquiror Indemnified Persons shall be entitled to rely on any action or decision of the Representative. The indi...
Appointment of Representative. The Owner Trustee shall have authorized its representative, who shall be an individual designated by the Lessee and acceptable to the Owner Trustee, to accept the Units being delivered on the Closing Date from the Lessee and to deliver such Units to the Lessee. The Lessee shall have authorized its representative (who shall be the same individual designated by the Lessee under this Section 4.1(s)) to accept delivery of such Units from the Owner Trustee as Lessor pursuant to the Lease.
Appointment of Representative. In respect of any proceedings under the RDA you are required to provide an address for service (correspondence address) within the UK, Channel Islands or Gibraltar, should you wish to proceed with the application.
Appointment of Representative. In respect of any proceedings under the RDA you are required to provide an address for service (correspondence address) within the UK, Channel Islands or Gibraltar, should you wish to proceed with the application. Failure to Respond If you would like to discuss your application, please contact me on the above telephone number. Alternatively, you may write to me at the email address shown above. If you disagree with my findings, you can request a hearing with a senior officer of the registry. If you fail to respond by the date given above your application will be refused under section 3A(4) of the RDA. Yours faithfully, Xxxx Xxxx
Appointment of Representative. Each of the Stockholders hereby appoints Jamex X. Xxxxxx, Xx. xx its exclusive agent to act on its behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN shall have the right to rely upon all actions taken or omitted to be taken
Appointment of Representative. Owner may designate a representative to act partially or wholly for Owner in connection with this Agreement. Services Provider shall coordinate its services solely through the designated representative.
Appointment of Representative. Within five business days of receipt of the notice referred to in clause 21.1, the recipient shall designate a representative with similar authority.
