Representative. The employee, administration or District may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.
Representative. The employee or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his behalf.
Representative. An inspection of the Company’s books and records may be conducted by an authorized representative of a Member, provided such authorized representative is an attorney or a licensed certified public accountant and is reasonably satisfactory to the Manager.
Representative. Each Guarantor hereby designates Borrower Representative and its representatives and agents on its behalf for the purpose of giving and receiving all notices and other consents hereunder or under any other Financing Document and taking all other actions on behalf of such Guarantor under the Financing Documents. Borrower Representative hereby accepts such appointment.
Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such party.
Representative. Each of the parties hereby appoints the individual(s) set forth opposite its name below (one of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee").
Representative. (a) At the Effective Time, Xxxxx X. Xxxxxxxx will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. All such actions of the Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of the Escrow Agreement. The Representative will be the sole and exclusive means of asserting or addressing any of the above on beha...
Representative. The teacher, administrator, or School District may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.
Representative. The aggrieved, administrator, or school board may be represented during any step of the procedure by any person or agent designated by such party to act in their behalf.
Representative. (b) Any notice given under this paragraph will be effective when delivered to the above authorized
