FP Representative Clause Samples

FP Representative. (a) By approving this Agreement and the transactions contemplated hereby, each FP Indemnity Securityholder shall have irrevocably authorized and appointed ▇▇▇▇ ▇▇▇▇▇▇ as the FP Representative, to act as the agent and representative of the FP Indemnity Securityholders to take the applicable actions as set forth in this Agreement. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the FP Indemnity Securityholders. The FP Representative is hereby authorized to: (i) give and receive notices and communications to or from WFBI (on behalf of itself or any other FP Indemnity Securityholder) relating to this Agreement and 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 an FP Indemnity Securityholder individually); (ii) consent or agree to, negotiate, enter into settlements and compromises of, demand arbitration of and represent the interests of the FP Indemnity Securityholders in the arbitration of any dispute relating to, and comply with orders of courts or arbitrators with respect to, any claims for indemnification of WFBI Losses and to otherwise act on behalf of FP Indemnity Securityholders with respect to Section 6.12 of this Agreement; (iii) subject to the terms and conditions hereof and thereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement or the Escrow Agreement that requires the consent, agreement or approval of the FP Representative, or with respect to which the FP Representative is authorized to waive, respectively; and (vi) take all actions necessary or appropriate in the judgment of the FP 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 FP Representative may be replaced from time to time by a vote of the FP Indemnity Securityholders who held a majority of the issued and outstanding shares of FP Holding Common Stock (including, for this purpose, the shares of FP Holding Common Stock underlying the FP Warrants and the FP Director Options) as of the Closing Date. No bond shall be required of the FP Representative, and the FP Representative shall receive no compensation for his services. (b) The FP Representative shall not be liable to...

FP Representative. By approving the Merger Agreement and this Plan of Merger, and the transactions contemplated thereby and hereby, each FP Indemnity Securityholder shall have irrevocably authorized and appointed ▇▇▇▇ ▇▇▇▇▇▇ as the FP Representative, to act as the agent and representative of the FP Indemnity Securityholders to take the applicable actions as set forth in the Merger Agreement. All such actions shall be deemed to be facts ascertainable outside the Merger Agreement and this Plan of Merger and shall be binding on the FP Indemnity Securityholders.