Parent Representative Clause Samples
Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLC, in the capacity as the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any...
Parent Representative. 9.1 Parent has approved the indemnification and escrow terms set forth in the Merger Agreement and the appointment of Parent Representative to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrator(s) with respect to claims of Parent hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Agent for the accomplishment of the foregoing.
9.2 If Parent Representative or his successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Parent, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Merger Agreement (the “Requisite Original Directors”) shall, within ten (10) calendar days after such death or disability (the “Initial Appointment Period”), appoint a successor representative reasonably satisfactory to the Stockholders’ Agent; provided however that if the Requisite Original Directors have not made such appointment within such ten (10) day period, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Parent Representative’s or his successor’s death or disability shall, within ten (10) calendar days after the Initial Appointment Period, appoint a successor representative reasonably satisfactory to the Stockholders’ Agent. Unless and until the Stockholders’ Agent and the Escrow Agent shall have received written notice of the appointment of a successor Parent Representative, the Stockholders’ Agent and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of Parent Representative to act on behalf of Parent.
Parent Representative. Any director, officer, employee, agent, advisor (including legal, accounting and financial advisors), Affiliate or other representative of Parent or Parent Subsidiaries.
Parent Representative. (a) Approval of this Agreement by Parent and the holders of Sorrento Securities shall constitute ratification and approval of the designation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as representative (“Parent Representative”) for and on behalf of Parent to give and receive notices and communications, to authorize the issuance of and delivery to holders of Sorrento Securities of Parent Shares from Parent in satisfaction of claims by the Stockholders’ Agent or holders of Sorrento Securities, 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 Parent Representative for the accomplishment of the foregoing and on all matters relating to indemnification provided by this Article IX and the Escrow Agreement. No bond shall be required of Parent Representative, and Parent Representative shall receive no compensation for his services. Notices or communications to or from Parent Representative shall constitute notice to or from Parent.
(b) If Parent Representative or his successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as Parent Representative, then a majority-in-interest of those persons who compromise the board of directors of Parent as of the date hereof shall, within ten (10) calendar days after such death or disability, appoint a successor
Parent Representative. Promptly following execution and delivery of this Agreement, Parent shall appoint a representative (“Parent Representative”). The Parent Representative shall be available to promptly discuss with the Company and its officers and employees any matter requiring the prior written consent of Parent pursuant to Section 4.10. The Parent Representative shall have the authority to provide any such written consent on behalf of Parent.
Parent Representative. Any director, officer, employee, agent, advisor (including legal, accounting and financial advisors), Affiliate or other representative of Parent or Parent Subsidiaries.