Member Representative Sample Clauses
The Member Representative clause designates an individual or entity to act on behalf of a member within an organization or agreement. This representative is typically authorized to make decisions, communicate with other parties, and execute documents as needed for the member they represent. By clearly identifying who holds this authority, the clause ensures that all parties know who to interact with for official matters, thereby streamlining communication and reducing the risk of unauthorized actions or misunderstandings.
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Member Representative. (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Target Company Member shall have irrevocably authorized and appointed M▇▇▇▇▇ ▇▇▇▇▇▇ as the initial Member Representative. The Member Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by Member Representative pursuant to this Agreement, including the exercise of the power to:
(i) give and receive notices and communications;
(ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.15;
(iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Holdings pursuant to Article VI and Article VIII;
(iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and Article VIII;
(v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document;
(vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document;
(vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Member Representative in complying with its duties and obligations; and
(viii) take all actions necessary or appropriate in the good faith judgment of Member Representative for the accomplishment of the foregoing. Holdings shall be entitled to deal exclusively with Member Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Target Company Member by Member Representative, and on any other action taken or purported to be taken on behalf of any Target Company Member by Member Representative, as being fully binding upon such Person. Notices or communications to or from Member Representative shall constitute notice to or from each of the Target Company Members. Any decision or action by Member Representative hereunder, including any agreement between Member Representative and Holdings relating to the defense, payment or settl...
Member Representative. That person who is an elected official, employee, or other person designated in writing by a Member as its representative or alternate to the Pool.
Member Representative. With respect to the matters for which the Members are obligated to provide or are entitled to indemnification pursuant to Section 12.02(a) or 12.02(b), notwithstanding anything to the contrary contained in this Agreement, the Member Representative shall make or receive all notices, waivers and consents applicable to the Members on behalf thereof and Parent shall be obligated only to provide written notice to the Member Representative (who shall be deemed the “Indemnitor” or “Indemnitee”, as the case may be, which respect to all notices, waivers and consents applicable to the Member under Article 12).
Member Representative. (a) Members hereby agree that the Member Representative is hereby appointed as agent and attorney-in-fact for each Member, for and on behalf of the Members, to give and receive notices and communications, to authorize delivery to Parent of funds from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Member Representative for the accomplishment of the foregoing. Such agency may be changed by the Members from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, that the Member Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Member Representative may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Member Representative, and the Member Representative shall not receive compensation for his or her services. Notices or communications to or from the Member Representative shall constitute notice to or from each of the Members.
(b) The Member Representative shall at all times act in his capacity as Member Representative in a manner that the Member Representative believes to be in the best interest of the Members. The Member Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to the Members for any action taken or omitted to be taken in good faith by him in accordance with the advice of such counsel, accountants or experts. The Member Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement.
Member Representative. Any Member that is other than an individual --------------------- shall designate and appoint one individual to act as the Member's exclusive representative of the Member for all purposes related to the Company, including, without limitation, for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member and the execution of any written action evidencing action of the Members taken without a meeting. A Member may change the identity of its representative at any time and from time to time, in the Member's discretion, but shall provide prompt written notice of any new representative to the other Members. VPI hereby designates ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as its initial representative for purposes of the Company.
Member Representative. Any Member that is not an individual may, by giving written notice to the Company, designate and appoint one or more individuals to act as the representative of the Member for all purposes related to the Company, including for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member, the execution of any written consent or written action evidencing action of the Members taken without a meeting, and the giving of a proxy by the Member. A Member may change the identity of any of the Member's representatives at any time and from time to time, but shall provide written notice thereof to the Chairman, the President or the Secretary, with any such notice to only be effective upon receipt by the Chairman, the President or the Secretary. Any action taken by any individual who has been designated by a Member pursuant to this Section shall be binding upon such Member and may be relied upon, and acted on, by the Company, the Directors and all of the Members, without inquiry to, or confirmation from, such Member or any other individual who has been designated by the Member pursuant to this Section.
Member Representative. Member will appoint a Member Representative, usually a senior staff or board member, to Impact Commons and communicate its choice to Impact Commons on or around the commencement of Membership. Member may appoint a new Member Representative at any time, provided timely written notice is made to Impact Commons. Member Representative must be an authorized representative for Member with the ability to make approvals and be Member’s primary point of contact with Impact Commons;
Member Representative. Any Member that is not an individual shall designate and appoint one individual to act as the exclusive representative of the Member for all purposes related to the Company, including, without limitation, for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member and the execution of any written consent evidencing action of the Members taken without a meeting. A Member may change the identity of the Member’s representative at any time and from time to time, in the Member’s sole discretion, but shall provide written notice thereof to the Company.
Member Representative. The Company appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Member Representative") as its agent and representative with full power and authority to agree, contest or settle any claim or dispute affecting the Company made under Article II and to otherwise act on behalf of the Company and its stockholders in accordance with the terms of this Agreement.
Member Representative. The Seller and each Member appoints ▇▇▇▇▇▇▇ --------------------- ▇. ▇▇▇▇▇▇▇▇ (the "MEMBER REPRESENTATIVE") as its agent and representative with full power and authority to agree, contest or settle any claim or dispute affecting any Member made under Articles II or IX and to otherwise act on behalf of the Members in accordance with the terms of this Agreement including, without limitation, to direct the amount and manner of the payment of aggregate Basic Purchase Consideration; provided, that the Member Representative may be removed -------- ---- and a successor to the Person originally serving as the Member Representative may be designated in a writing signed by a majority in interest of the Members and delivered to CenterPoint in accordance with Section 15.2. ------------