Representative Counsel Sample Clauses

Representative Counsel. In connection with the preparation and review of any registration statement or prospectus or any amendments or supplements thereto, the sellers (other than the General Partner) of the securities of the General Partner included in such registration will choose counsel ("Representative Counsel") who shall participate in the registration process on behalf of all of such sellers of securities of the General Partner, coordinate requests by such sellers for information from the General Partner, and act as liaison between such sellers or their individual counsel, accountants and agents and the General Partner. The General Partner shall establish reasonable procedures with respect to the selection of the Representative Counsel.
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Representative Counsel. In connection with the preparation and review pursuant to this Agreement of any registration statement, prospectus, or amendment or supplement thereto, the sellers (including the participating Holders, but excluding the Company) of a majority of the securities of the Company included in such registration shall choose legal counsel (“Representative Counsel”) who shall participate in the registration process on behalf of all of such sellers, coordinate requests by such sellers for information from the Company, and act as the liaison between such sellers or their individual counsel, accountants and agents and the Company. The Company shall establish reasonable procedures for the selection of the Representative Counsel.
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Representative Counsel. Notwithstanding any provision of this Agreement to the contrary, Merger Sub, Parent and the Surviving Corporation consent to Xxxxxxxxx Xxxxx or any successor firm representing the Representative after the Effective Time notwithstanding such firm’s representation of the Company before the Effective Time, and agree that, as of the Effective Time, the Representative shall succeed to the Company’s right to waive the attorney-client privilege and similar rights of or between the Company and such firm with respect to any matters arising or occurring before the Effective Time.
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Related to Representative Counsel

  • Representative The employee, supervisor, or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.

  • Counsel The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Counselors A. Newly ordered file cabinets for Counselors will have locks. No Counselors shall be held accountable, unless through their own negligence, for the loss of school records unless there is a secure place for storage.

  • Nurse Representatives The Employer agrees to recognize two (2) Nurse Representatives for the purpose of dealing with grievances and conducting Union interviews.

  • Representative Access (A) The state agrees that designated Union Representatives shall have access to state controlled premises where employees are employed.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Opinion of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

  • Representatives Representatives" shall mean officers, directors, employees, agents, attorneys, accountants, advisors and representatives.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

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