Appoint Sample Clauses

Appoint. The Indemnifying Shareholders, for themselves and their personal representatives and other successors, hereby constitute and appoint James H. Schwartzburg, as their agent (the "Shareholders' Representative"), with full power and authority, except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Indemnifying Shareholders, to take all action required or permitted under this Agreement (including, without limitation, the giving and receiving of all accounting, reports, notices, waivers and consents). In the event of the death, physical or mental incapacity or resignation of James H. Schwartzburg or any successor Shareholders' Representative, the Indemnifying Shareholders shall promptly appoint a substitute or substitutes and shall advise Parent and Acquisition Sub thereof. The authority conferred under this Section 7.10 is an agency coupled with an interest and all authority conferred hereby is irrevocable and not subject to termination by the Indemnifying Shareholders or by operation of law, whether by the death or incapacity of any Indemnifying Shareholder, the termination of any trust or estate or the occurrence of any other event. If any Indemnifying Shareholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Shareholders' Representative pursuant to this Section 7.10 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Shareholders' Representative, Parent or Acquisition Sub shall have received notice of such death, incapacity, termination or other event.
Appoint. Ad Hoc Committees, the members of which need not be members of the Coordination Committee, as necessary to perform detailed work and conduct studies regarding matters requiring investigation.
Appoint. The Stockholders, for themselves and ------- their personal representatives and other successors, hereby constitute and appoint, as their agent Joseph W. Cilurzo (the "Stockholders' ------------ Representative"). The Stockholders' Representative shall have the full -------------- power and authority, except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Stockholders, to take all action required or permitted under this Agreement (including, without limitation, the giving and receiving of all accountings, reports, notices, waivers and consents of the aforementioned and the execution of the aforementioned and such other documents required to be executed by the Stockholders in connection with this Agreement).

Related to Appoint

Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.
Appointment of the Manager The Owner hereby engages and retains the Manager as the sole and exclusive manager and agent of the Properties, and the Manager hereby accepts such appointment, all on the terms and conditions hereinafter set forth, it being understood that this Management Agreement shall cause the Manager to be, at law, the Owner’s agent upon the terms contained herein.
Appointment of Directors Immediately upon the Effective Time, Parent shall accept the resignations of the current officers and directors of Parent as provided by Section 7.2(f)(7) hereof, and shall cause the persons listed as directors in Exhibit D hereto to be elected to the Board of Directors of Parent. At the first annual meeting of Parent stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.
Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.
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 Representatives 7.01 The Employer acknowledges the right of the Union to appoint employees as representatives of the Union.
Appointment Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.
Appointment of Director Prior to or concurrent with the initial Closing, the nominee designated by the Investor as a director of the Company shall have been elected and qualified to become a member of the Board of Directors of the Company, and prior to and concurrent with any second Closing or third Closing, the nominee designated by the Investor as a director of the Company shall be continuing to serve as a member of the Board of Directors of the Company; provided, however, that the Company shall have the right to approve any such nominee designated by the Investor in its reasonable discretion, it being agreed that John D. McGurk, James E. Quigley 3rd, Matthew W. Kaplan, and D. Pike Aloian shall be deemed to have been approved by the Company for all purposes hereunder. Section 7.10
Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.
Appointment of Registrar The Company hereby also appoints the Depositary as Registrar in respect of the Receipts and the Depositary hereby accepts such appointments.