Common use of Appoint Clause in Contracts

Appoint. The Indemnifying Shareholders, for themselves and their personal representatives and other successors, hereby constitute and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ 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. The Indemnifying ShareholdersEach Seller, for themselves himself or itself and their his or its personal representatives and other successors, hereby constitute constitutes and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇appoints Strategic Investments & Holdings, Inc. as their his or its agent (the "ShareholdersSellers' Representative"), with full power and authority, except as otherwise expressly provided in this Agreement, authority in the name of and for and on behalf of the Indemnifying ShareholdersSellers, to take all action required or permitted under this Agreement and any Related Document to which a Seller is a party (including, without limitation, the giving and receiving of all accountingaccountings, reports, notices, waivers and consents). In the event of the death, physical or mental incapacity dissolution or resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Strategic Investments & Holdings, Inc. or any successor ShareholdersSellers' Representative, the Indemnifying Shareholders Sellers shall promptly appoint a substitute or substitutes and shall advise Parent and Acquisition Sub the Buyer thereof. The authority conferred under this Section 7.10 8.10 is an agency coupled with an interest and all authority conferred hereby is irrevocable and not subject to termination by the Indemnifying Shareholders Sellers or by operation of law, whether by the death or incapacity of any Indemnifying ShareholderSeller, the termination of any trust or estate or the occurrence of any other event. If any Indemnifying Shareholder Seller 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 ShareholdersSellers' Representative pursuant to this Section 7.10 8.10 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the ShareholdersSellers' Representative, Parent Representative or Acquisition Sub the Buyer shall have received notice of such death, incapacity, termination or other event.