Authorization of the Representative. The Representative hereby is appointed, authorized and empowered to act as the agent of the Securityholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article X and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) As a condition to receiving Merger Consideration, each Holder shall irrevocably constitute and appoint the Representative. The Representative hereby agrees to accept such appointment as the true and lawful agent and attorney-in-fact of such Holder with full power of substitution to act in the name, place and stead of such Holder with respect to the performance on behalf of any such Holder under the terms and provisions hereof, and 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 any transaction contemplated hereunder, including the power to:
Authorization of the Representative. (a) As a condition to receiving the Closing Per Share Merger Consideration, each of the Securityholders (other than holders of Dissenting Shares) shall agree in a Letter of Transmittal or other documentation acceptable to Parent to be bound by (i) the provisions of this Agreement, (ii) the Escrow Agreement, (iii) the appointment of the Representative as the agent and attorney-in-fact of such holder for the purposes of Article II and Article X and the Escrow Agreement, and (iv) the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement, including the exercise of the power to authorize delivery to any Parent AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents Indemnified Person of cash out of the Escrow Account in satisfaction of claims by any Parent Indemnified Person pursuant to this Agreement. The Representative hereby is appointed, authorized and empowered to act as the agent of the Securityholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article XII and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) By the execution and delivery of the Letter of Transmittal, each Effective Time Holder shall irrevocably constitute and appoint the Representative. The Representative hereby agrees to accept such appointment as the true and lawful agent and attorney-in-fact of such Effective Time Holder with full power of substitution to act in the name, place and stead of such Effective Time Holder with respect to the performance on behalf of any such Effective Time Holder under the terms and provisions hereof and 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 any transaction contemplated hereunder, including the power to:
Authorization of the Representative. (a) The Representative is hereby appointed, authorized and empowered to act as a representative, for the benefit of the Escrow Participants, as the exclusive agent and attorney-in-fact to act on behalf of such Persons, in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include the power and authority:
Authorization of the Representative. (a) The Representative hereby is appointed, authorized and empowered to act as the agent of the Company Members and the UAR Holders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Company Members or the UAR Holders, as applicable, under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article XIII and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) The Representative hereby is appointed, authorized and empowered to act as the sole and exclusive representative, agent, proxy and attorney-in-fact of Sellers, Seller Owners and the Hospitality Subsidiaries, and each of them, in connection with, and to facilitate the consummation of the transactions contemplated in, this Agreement and the other Ancillary Agreements, and in connection with the activities to be performed on behalf of Sellers and Seller Owners under this Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article 10, which will include the full power and authority:
Authorization of the Representative. (a) As a condition to receiving the Per Share Closing Merger Consideration, each of the Securityholders (other than holders of Dissenting Shares) shall agree in a Letter of Transmittal, Option Surrender Agreement, Restricted Stock Unit Surrender Agreement, or other documentation acceptable to Buyer to be bound by (i) the provisions of this Agreement, (ii) the Escrow Agreement, (iii) the appointment of the Representative as the agent and attorney-in-fact of such holder for the purposes of this Agreement and the Escrow Agreement (including to receive payments pursuant to this Agreement on behalf of the Securityholders), and (iv) the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement, including the exercise of the power to authorize delivery to any Indemnified Party of cash out of the Escrow Account in satisfaction of claims by any Indemnified Party pursuant to this Agreement. The Representative hereby is appointed, authorized and empowered to act as the agent of the Securityholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article Nine and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) The Representative hereby is appointed, authorized and empowered to act as the sole and exclusive representative, agent, proxy and attorney-in-fact of the Equityholders in connection with, and to facilitate the consummation of, the transactions contemplated in this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Equityholders under this Agreement. Without limiting the foregoing, the Representative is hereby appointed, authorized and empowered to act as the sole and exclusive representative, agent, proxy and attorney-in-fact of the Equityholders with the full power and authority:
Authorization of the Representative. Xxxxx, Muse Fund III Incorporated, a Texas Corporation (the "Representative") (and each successor appointed in accordance with Section 12.6), hereby is appointed, authorized and empowered to act, on behalf of the Securityholders, in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Indemnification Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article 12 and in the Indemnification Escrow Agreement, which shall include the power and authority:
