Appointment of Purchaser Representative. Each Purchaser hereto hereby irrevocably appoints SovCap Equity Partners, Ltd., a corporation organized under the laws of the Bahamas and a First Closing Purchaser hereunder, to act as the sole and exclusive agent and representative (the "Representative") of each such Purchaser to act on behalf of such Purchaser and in such Purchaser's name, place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take all action on behalf of the Purchaser that may be taken by the Purchaser with respect to the Collateral, under this Agreement, the Bridge Notes, and the other Transaction Agreements. Without limiting the generality of the foregoing:
Appointment of Purchaser Representative. If the Company or a Shareholder enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Shareholder will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any Shareholder appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative. If any Shareholder declines to appoint the purchaser representative designated by the Company such Shareholder will appoint another purchaser representative, and such Shareholder will be responsible for the fees of the purchaser representative so appointed. This Section 11(c) shall apply only to Shareholders that are required to appoint a purchaser representative under Regulation D (or any successor regulation then in effect) promulgated under the Securities Act.
Appointment of Purchaser Representative. In the event that any Company Securityholder receiving Merger Consideration is not an accredited investor as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, the Company shall cause such non-accredited investors to have, prior to the mailing of any Soliciting Materials, appointed a “purchaser representative” in compliance with such Regulation D to the reasonable satisfaction of Acquiror.
Appointment of Purchaser Representative. If you checked paragraph (vi) of Question 2 above (an "Unaccredited Investor"), you will be required (subject to certain exceptions) to utilize a "Purchaser Representative" in connection with your evaluation of the risks and merits of the Transaction and Distribution and an investment in Parent Common Stock thereby. [ ] has agreed to act as Purchaser Representative for such purpose. BY SIGNING BELOW, EACH SHAREHOLDER WHO IS AN UNACCREDITED INVESTOR HEREBY APPOINTS [ ] TO SERVE AS THE UNDERSIGNED'S PURCHASER REPRESENTATIVE (as that term is used in Regulation D of the Securities Act of 1933, as amended (the "Securities Act")) in connection with the Transaction and Distribution and an investment in Parent Common Stock thereby and hereby acknowledges that (i) the Shareholder will consult with the Purchaser Representative in connection with its evaluation of the merits and risks of the Transaction and Distribution and an investment in Parent Common Stock and (ii) the Shareholder has received and reviewed a letter from such Purchaser Representative, attached hereto as Exhibit A, setting forth any material A-106 112 relationship between Parent or any of Parent's affiliates and Purchaser Representative or any of his affiliates, which currently exists, are contemplated or have existed at any time since May 1998. UNLESS CONTACTED BY THE COMPANY, ALL NON-ACCREDITED INVESTORS WILL BE REQUIRED TO EITHER ATTEND A MEETING WITH THE PURCHASER REPRESENTATIVE IN PERSON OR BY PHONE OR TO PARTICIPATE IN A CONFERENCE CALL WITH THE PURCHASER REPRESENTATIVE. THE DATES, TIMES AND OTHER INFORMATION FOR THE MEETING AND CONFERENCE CALL WILL BE PROVIDED TO ALL NON-ACCREDITED INVESTORS IN A SEPARATE COMMUNICATION. Please note, in certain circumstances, if you are an Unaccredited Investor, but Parent determines and notifies you that by the information set forth above you otherwise have such knowledge and experience in financial and other business matters that you are capable of evaluating the merits and risks of the Transaction and Distribution and the investment in Parent Common Stock, you will not be required to consult with the Purchaser Representative and you will not be deemed to have appointed one hereunder.
Appointment of Purchaser Representative. If the Funds enter into any negotiation with respect to a Change of Control Transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available, each Existing Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company.
Appointment of Purchaser Representative. The Shareholder hereby appoints Cxxxxxx Xxxxxxx as purchaser representative (the “Purchaser Representative”) for the Shareholder in connection with evaluating the merits and risks of the Merger and the investment by the Shareholder in the shares of Parent Common Stock. The Shareholder acknowledges that the Shareholder has had an opportunity to meet with the Purchaser Representative via telephone or in person and, to the extent necessary, has relied in part on the advice of the Purchaser Representative in connection with the Merger and the investment in shares of Parent Common Stock.
Appointment of Purchaser Representative. In the event that it is determined prior to the Closing that any of the Shareholders are not "accredited investors" within the meaning of Regulation D of the Securities Act and such investors do not have the requisite level of sophistication required by Rule 506 of Regulation D, then a purchaser representative shall have been appointed to represent such Shareholders in connection with the transactions contemplated by this Agreement or Tulsa and Holdings shall have made alternative arrangements that, in the opinion of the Acquiror and Weatherford, are sufficient to qualify the sale of the Weatherford Shxxxx xxxxxxnt to this Agreement within a safe harbor exxxxxxxx xxxm registration under the Securities Act.
Appointment of Purchaser Representative. The Purchasers hereby irrevocably constitute and appoint, effective as of the date hereof, Fountainhead Investments, Inc. (together with its permitted successors, the "Purchaser Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement, to perform on behalf of the Purchasers any obligations or undertakings thereunder, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to waive any terms and conditions of any such agreement (other than the amount of the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement; and the Purchaser Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Purchaser Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement as long as such actions are taken or omitted in good faith and in the absence of willful misconduct or gross negligence. If the Purchaser Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons agreeing to acquire more than fifty percent (50%) in interest of the Seller Shares pursuant to this Agreement.
Appointment of Purchaser Representative. Each Purchaser hereto hereby irrevocably appoints SovCap Equity Advisors, Ltd., a corporation organized under the laws of the Bahamas and a Purchaser hereunder, to act as the sole and exclusive agent and representative (the "Representative") of such Purchaser to act on behalf of such Purchaser and in such Purchaser's name, place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take all action on behalf of Purchaser that may be taken by Purchaser with respect to the collateral under this Agreement, the Bridge Notes, and the other Transaction Agreements. Without limiting the generality of the foregoing:
Appointment of Purchaser Representative. Each Purchaser hereto hereby irrevocably appoints SovCap Equity Partners, Ltd., a corporation organized under the laws of the Bahamas and a First Closing Purchaser hereunder, to act as the sole and exclusive agent and representative (the "Representative") of each such Purchaser to act on behalf of such Purchaser and in such Purchaser's name, place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take all action on behalf of Purchaser that may be taken by Purchaser with respect to the collateral under this Agreement, the Bridge Notes, and the other Transaction Agreements. Without limiting the generality of the foregoing: (a) The Representative shall, on behalf of all Purchasers, send all notices which shall or may be given by Purchasers, under the Transaction Agreements, declare Events of Default under this Agreement, the Bridge Notes, and the other Transaction Agreements, accelerate the Bridge Notes, rescind acceleration of the Bridge Notes, and enforce the Bridge Notes, this Agreement, and the other Transaction Agreements. The Representative reserves the right, in its sole discretion, in each instance without prior notice to the Purchasers, (i) to agree to the modification, waiver, or release of any of the terms of any of the Transaction Agreements, including, without limitation, the waiver or release of any of the conditions precedent for the purchase and sale of the Bridge Notes; (ii) to consent to any action or failure to act by the Company; and (iii) to exercise or refrain from exercising any powers, rights, or remedies that the Purchasers have or may have with respect to collateral under the Transaction Agreements; provided however, that the Representative shall not, without obtaining the prior written consent of each Purchaser (which consent shall not be unreasonably withheld or delayed), exercise any of such rights so as to knowingly release or waive any claim against the Company or any other person who may be liable with respect to the Bridge Notes if such action would have a materially adverse effect on the collection of the indebtedness evidenced by the Bridge Notes or the enforcement of the Transaction Agreements. If any Purchaser shall refuse to consent to any amendment, modification, waiver, release, or subordination requiring the written consent of the Purchasers, the Purchasers who consent to such amendment, modification, waiver, release, or subordination may, at their option, at any time thereafter (but shall not be oblig...
