Appointment of the Representative. By accepting CVRs, the Holders hereby appoint, authorize and empower the Representative to be the exclusive representative, agent and attorney-in-fact of each Holder, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for each Holder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and to facilitate the consummation of the transactions contemplated hereby, including without limitation for purposes of (i) providing such notices to the Holders of any information it receives from the Company relating to the Consideration or the Rights Agent that such Representative deems appropriate, (ii) negotiating and settling, on behalf of the Holders, any dispute that arises under this Agreement after the Effective Date, (iii) confirming the satisfaction of the Company’s obligations under this Agreement, (iv) negotiating and settling matters with respect to the amounts to be paid to the Holders pursuant to this Agreement, and (v) representing the Holders in any actions, claims or rights to recourse provided herein.
Appointment of the Representative. (a) In order to administer efficiently the determination and payment of the Closing Residual Cash Consideration and the Final Residual Cash Consideration and the defense and/or settlement of any claims for Losses for which the Unitholders may be required to indemnify the Purchaser Indemnified Parties pursuant to Section 8 .02 or Section 10.01(l) hereof, each Unitholder, by his, her or its acceptance of any portion of the Merger Consideration, as well as, in certain cases, through separate instruments, irrevocably appoints the Representative as his, her or its agent, attorney in fact and representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment. (b) The Representative is hereby authorized (i) to take all action necessary in connection with the acceptance, rejection, determination and payment of the Closing Residual Cash Consideration and the Final Residual Cash Consideration and the defense and/or settlement of any claims for Losses (including the power to compromise any indemnity claim on behalf of the Unitholders and to transact matters of litigation) for which the Unitholders may be required to indemnify the Purchaser Indemnified Parties pursuant to Section 8.02 or Section 10.01(l) hereof, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Unitholders are subject, and (iii) to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power: (i) to execute and deliver the Escrow Agreement and any amendments thereto as the representative of the Unitholders; to execute any instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder; to pay any expenses of the Unitholders or the Representative from the Escrow Amount; and to take such further actions under the Escrow Agreement as the Representative deems to be necessary or appropriate; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to execute and deliver all ...
Appointment of the Representative. Each Seller hereby irrevocably appoints the Representative as the sole agent of the Sellers to act on behalf of such Person regarding any matter relating to or arising under this Agreement and the transactions contemplated by this Agreement, including for the purposes of: (i) receiving any payments due from the Buyer that are required under the terms of this Agreement to be paid to the Sellers and, where applicable, distributing such payments to the Sellers, pro rata based on their respective Purchase Price Percentages; (ii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with the indemnification provisions set forth in Article VIII or Article XII, the amendment of this Agreement in accordance with Section 13.2 and the waiver of any provision of this Agreement in accordance with Section 13.5; (iii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by
Appointment of the Representative. (i) By virtue of the adoption of this Agreement and approval of the Merger and the Transactions by the Common Stockholders, each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger and the Transactions) shall be deemed to have appointed, effective from and after the Effective Time of the Merger, the Representative to act in accordance with its operating agreement and as permitted by this Agreement. This Section 3.10(b)(i) shall be binding upon the respective executors, heirs, legal representatives, personal representatives and successors of each Company Stockholder. The Representative shall be entitled to rely upon any written statement furnished to the Representative by any Company Stockholder or Parent.
Appointment of the Representative. By virtue of the adoption of this Agreement and approval of the Merger and the Transactions by the Common Stockholders, each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger and the Transactions, whether at a meeting or by written consent in lieu thereof) shall be deemed to have appointed, effective from and after the approval of the Merger, Representative to act as his, her or its representative and true and lawful attorney-in-fact, with full power of substitution, in such holder’s name and on such holder’s behalf, under this Agreement in the absolute discretion of the Representative in accordance with the terms of this Section 2.10 and the Escrow Agreement. This power of attorney and all authority hereby conferred is irrevocable and shall not be terminated by any act of any such holder, by operation of law, by such holder’s death or disability or by any other event, except as expressly set forth herein. The Representative may be replaced upon the affirmative vote of the holders of a majority of the Common Stock as of the Closing. Any Person or entity appointed to replace a former Representative shall execute a statement agreeing to perform the duties set forth in this Agreement. The appointment of a replacement Representative shall become effective upon delivery of such statement to Parent and the Surviving Corporation.
Appointment of the Representative. The Crowdfunding Investors irrevocably hereby agree to appoint Xxxxxxx Xxxx as their Representative for the duration of the Agreement, subject to Article 5.
Appointment of the Representative. By subscribing for or purchasing this Covered Bond, the holder of this Covered Bond shall be deemed to have acknowledged and agreed to the appointment of the Representative as its representative to act for the benefit of the holders for the time being of the Covered Bonds in accordance with the terms of the Representative and Agency Agreement.
Appointment of the Representative. (a) Irrevocable Power of Attorney. Each Seller irrevocably constitutes and appoints Xxxxxxxx X. Xxxxxx as the Representative, with full and unqualified power to delegate to one or more Persons the authority granted to it, him or her hereunder, to act as such Person’s true and lawful attorney-in-fact and agent, with full power of substitution, and authorizes the Representative acting for such Person and in such Person’s name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement and the other Transaction Documents, as fully to all intents and purposes as such Person might or could do in person, including:
Appointment of the Representative. (a) In order to administer efficiently the determination and payment of the Closing Residual Cash Consideration and the Final Residual Cash Consideration and the defense and/or settlement of any claims for Losses for which the Unitholders may be required to indemnify the Purchaser Indemnified Parties pursuant to Section 8 .02 or Section 10.01(l) hereof, each Unitholder, by his, her or its acceptance of any portion of the Merger Consideration, as well as, in certain cases, through separate instruments, irrevocably appoints the Representative as his, her or its agent, attorney in fact and representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment.
Appointment of the Representative. (a) Each Stockholder hereby irrevocably appoints X.X. Xxxxxxx Equity Partners III, L.L.C. to act as such Stockholder's agent, attorney-in-fact and representative to do any and all things and to execute any and all documents in such Stockholder's name, place and stead, in any way which such Stockholder could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including, without limitation, to amend, cancel or extend, or waive the terms of this Agreement, to act on each such Stockholder's behalf in any dispute involving this Agreement and to do or refrain from doing all such further acts and things and execute all such documents as the Representative shall deem necessary or appropriate in connection with this Agreement and the transactions contemplated hereby, in all events in the Representative's sole and absolute discretion, including, without limitation, the power:
