Appointment Authority. By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxxx Xxxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any Related Agreement and any other agreement in connection with the transactions contemplated by this Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) 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 Stockholders individually); (ii) authorize deliveries (including by means of not objecting to claims) to Parent of cash from the Escrow Amount; (iii) object to any claims pursuant to Section 9.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or any other agreement referred to herein or contemplated hereby; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Escrow Amount upon not less than...
Appointment Authority. (a) Subject to the terms and conditions hereunder, Verisity hereby appoints Company as its exclusive distributor in the Territory to market, demonstrate and perform the Products and Services and sell, license and distribute the Products and Services, and Company hereby accepts such appointment.
Appointment Authority. (a) Lender hereby appoints X.X. Xxxxxx as its agent to lend Securities in each of the Lending Accounts on Lender’s behalf to Borrowers from time to time in accordance with the terms of this Agreement and on such terms and conditions and at such times as X.X. Xxxxxx shall determine. X.X. Xxxxxx hereby accepts appointment as such agent.
Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.
Appointment Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints Credit Suisse AG as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes Credit Suisse AG, in such capacities, to take such actions on its behalf and to exercise such powers as are delegated to Credit Suisse AG, in such capacities, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the Co-Borrowers or any of their Subsidiaries. The provisions of this Section 9 are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the Co-Borrowers and their Subsidiaries shall not have rights as a third party beneficiary of any of such provisions.
Appointment Authority. Each of the Lenders hereby irrevocably appoints CSFB as the Administrative Agent hereunder and under the other Loan Documents and authorizes CSFB, in such capacities, to take such actions on its behalf and to exercise such powers as are delegated to CSFB in such capacities by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. The provisions of this Section are solely for the benefit of the Administrative Agent, the Lenders and the Company and its Subsidiaries shall not have rights as a third party beneficiary of any of such provisions. Notwithstanding anything to the contrary in this Agreement, in the event that at any time there shall be a Lender or group of affiliated Lenders which shall constitute the Requisite Lenders, the Administrative Agent shall act only in accordance with the consent of such Lender or group of affiliated Lenders constituting the Requisite Lenders in granting any approvals, making any requests on the Company, making any determinations that items are performed to its satisfaction or exercising any of its discretion under the Loan Documents (other than making determinations relating to interest rates); provided that following the Closing Date such consent of such Lender or group of affiliated Lenders constituting the Requisite Lenders shall not be required for non-material, routine and administrative actions that the Administrative Agent is permitted to take under the Loan Documents.
Appointment Authority. Each of the Lenders hereby irrevocably appoints Credit Suisse as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes Credit Suisse, in such capacities, to take such actions on its behalf and to exercise such powers as are delegated to Credit Suisse, in such capacities by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrowers or any of their respective Subsidiaries. The provisions of this Section 8 are solely for the benefit of the Agents and the Lenders, and neither Holdings nor the Borrowers shall have rights as a third party beneficiary of any of such provisions; provided that Holdings and the Borrowers shall be obligated to perform their obligations under this Section 8.
Appointment Authority. 2 2.01. Appointment....................................................................................2 2.02. Scope of Authority.............................................................................2
Appointment Authority. By approval of this Agreement and the Transactions and/or the execution and delivery of a Letter of Transmittal, including counterparts thereof, any by the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each of the Company Shareholders shall be deemed to have authorized and appointed each of the Shareholders’ Representatives as its agent, proxy, attorney-in-fact and representative for all purposes in connection with this Agreement and the agreements ancillary hereto, including to take such action, as it determines in its judgment appropriate, on behalf of such Company Shareholder, to exercise such rights, power and authority, as are authorized, delegated and granted to the Shareholders’ Representatives on behalf of the Company Shareholders (including, to give and receive notices and communications, to receive on behalf of and deliver to any Company Shareholder any amounts due to such Company Shareholder under this Agreement, to deliver a Dispute Notice and take such other actions in accordance with Section 3.6(c), to authorize delivery to Buyer of cash, to amend this Agreement pursuant to Section 10.2 and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representatives for the accomplishment of the foregoing). By its execution and delivery of a Letter of Transmittal, including counterparts thereof, each Company Shareholder shall authorize, delegate and grant to the Shareholders’ Representatives authority to take all actions that this Agreement provides are to be taken by the Shareholders’ Representatives. From and after the Closing, the Buyer shall be entitled to rely exclusively upon any notices and other acts of the Shareholders’ Representatives relating to each Company Shareholder’s rights and obligations under this Agreement as being legally binding acts of each Company Shareholder, and the Buyer shall deliver any notice required or permitted under this Agreement to be delivered to the Company Shareholders to the Shareholders’ Representatives.
Appointment Authority. For purposes of this Agreement, each Company Member shall, without any further action on the part of any such Company Member, be deemed (by virtue of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger) to have consented to the appointment of Xxxx Xxxxxx as the representative and attorney-in-fact for and on behalf of such Company Member (in his capacity as such, the “Member Representative”), with full power of substitution, to act in the name, place and stead of such Company Member for purposes taking any and all actions and making of any decisions required or permitted to be taken by the Member Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to: (i) execute this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments to such agreements, and take all actions required or permitted to be taken under such agreements; (ii) resolve, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, indemnification or other claims; (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement; and (iv) take all other actions necessary, desirable or appropriate in the judgment of the Member Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Xxxx Xxxxxx hereby accepts his appointment as the Member Representative. All decisions, actions, consents and instructions of the Member Representative shall be final and binding upon all the Company Members, and no Company Member shall have any right to object, dissent, protest or otherwise contest the same, except for fraud, bad faith or willful misconduct.
