Noteholder Representative Clause Samples

Noteholder Representative. The Noteholders have appointed ▇▇▇▇ ▇▇▇▇▇ the "Noteholder Representative" under this Agreement.

Noteholder Representative. The Noteholder appoints ▇▇▇▇ ▇▇▇▇ to act under this Note as the Noteholder representative, agent, attorney-in-fact and legal representative of the Noteholder for all purposes, including, without limitation, for receiving notices and communications from the Borrower (in such capacity, the “Noteholder Representative”). The Borrower may rely, and shall be fully protected in relying, on any notice, disbursement instruction, report, information or any other notice or communication made or given by the Noteholder Representative, whether in her own name, as the Noteholder Representative, on behalf of the Noteholder, and the Borrower shall not have any obligation to make any inquiry or request any confirmation from or on behalf of the Noteholder as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications.

Noteholder Representative. (a) Each Noteholder agrees that the Noteholder Representative shall be appointed as the Noteholder Representative hereunder to give and receive notices and communications, to authorize payment to any Parent Indemnified Party from the General Escrow Fund and/or the Specific Escrow Fund in satisfaction of claims and Losses by a Parent Indemnified Party, to object to such payments, 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 or Losses, to receive payments on behalf of the Convertible Debt due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent or Merger Sub under this Agreement following the Effective Time, to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Noteholders in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Noteholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting all or most of the Noteholders and any matter that affects only an individual Noteholder shall be addressed by Parent and such Noteholder. No bond shall be required of the Noteholder Representative, and the Noteholder Representative shall not receive any compensation for its services, but shall be entitled to reimbursement of its costs and expenses from the Noteholder Representative Reserve. Notices or communications to or from the Noteholder Representative shall constitute notice to or from the Noteholders, as the case may be. (b) Except for intentional fraud, the Noteholder Representative shall not be liable for any act done or omitted hereunder as Noteholder Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Noteholders shall be jointly and not severally obligated to indemnify the Noteholder Representative and hold the Noteholder Representative harmless against any loss, liability or expense incurred without intentional fraud on the part of the Noteholder Representative and arising out of or in connection with the acceptance or administration of the Noteholder Representative’s duties hereunder, including the reaso...

Noteholder Representative. Notwithstanding any provision hereof to the contrary, the Borrower agrees that the Noteholder Representative shall for all purposes herein be authorized to act on behalf of the Lender in the administration of this Guaranty and all of the terms, requirements and covenants herein contained. In the case of any provision of this Guaranty providing for the consent or approval of the Lender, the Guarantor hereby acknowledges and agrees that the granting, approval, rejection or withholding of any requested consent, waiver or authorization to take or refrain from taking any action contemplated or required hereunder may be withheld or granted in the Noteholder Representative’s sole and absolute discretion on behalf of the Lender.

Noteholder Representative. By virtue of the execution and delivery of the Release, “Noteholder Representative” means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, not as an officer, manager or member of the Company, but as an individual representing the Noteholder pursuant to a power of attorney granted by the Noteholder to the Noteholder Representative. Any amendment, consent or approval required or action by the Noteholder pursuant to this Agreement will be effected by the Noteholder Representative.

Noteholder Representative. From and after the Issue Date until the date on which all principal and interest on all of the outstanding Units (and the underlying Notes) have been paid in full as provided in this Indenture, the Company will take such action as shall be necessary in accordance with applicable law and its certificate of incorporation and by-laws so that the Board of Directors of the Company may include one Noteholder Representative. The Noteholder Representative shall be designated mutually by Jefferies & Company, Inc. ("Jefferies") and the Company. If Jefferies and the Company cannot agree on a mutually acceptable candidate within 60 days after the Issue Date (or the date of any subsequent vacancy), each of Jefferies and the Company shall nominate a candidate meeting the criteria below and the Company shall mail a ballot to the Holders within 90 days of the Issue Date (or the date of any subsequent vacancy). The ballot may include biographical and other information with respect to each candidate under Regulation 14A of the Securities Exchange Act of 1934, as amended. The Noteholder Representative will be selected by Holders of a majority in aggregate principal amount of the Notes who complete and submit to the Company a ballot. Each candidate submitted by Jefferies and the Company for election as the Noteholder Representative shall be a person who is not an executive officer or director of (i) a significant supplier of the Company or any Subsidiary or Affiliate thereof or (ii) any competitor of the Company or any Subsidiary or Affiliate thereof, unless otherwise agreed by the Company. If a Noteholder Representative resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of the Noteholder Representative shall be taken until the earlier of (i) the expiration of 45 days after the mailing of such ballot and (ii) the designation of a successor Noteholder Representative by the Holders and approval of such action by the successor Noteholder Representative. The Noteholder Representative shall be a member of the Compensation Committee and, except as provided above, all decisions of the Compensation Committee shall require the consent of the Noteholder Representative.

Noteholder Representative