The Representatives. Each of the Representatives represents and warrants to Verizon Wireless that it is duly authorized to enter into this Agreement. The Representatives shall act for the several Underwriters in connection with this transaction, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters. In all dealings hereunder, the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
The Representatives. Upon any claim for indemnification pursuant to Section 7.2, the Representatives shall serve as the designated representative of the Unitholders for purposes of receiving notices, contesting claims, authorizing payments for such claims and all such other proper purposes in all respects consistent with the provisions of Section 1.13 below.
The Representatives. In all dealings hereunder, the Representatives shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in any notice given to the Company by both Representatives in accordance with Section 13.
The Representatives. Each of the Shareholders and Beneficiaries ------------------- approves the designation of and designates the Representatives as the representatives of the Shareholders and Beneficiaries and as the attorneys-in- fact and agents for and on behalf of each Shareholder and Beneficiary with respect to claims for indemnification under this Article VIII and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (c) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have authority and power to act on behalf of each Shareholder and Beneficiary with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Shareholders and Beneficiaries will be bound by all actions taken and documents executed by the Representatives in connection with Article VIII, and DoveBid will be entitled to rely on any action or decision of the Representatives. In performing the functions specified in this Agreement, the Representatives, in their capacity as such, will not be liable to any Shareholder and Beneficiary in the absence of gross negligence or willful misconduct on the part of the Representatives. The Shareholders and Beneficiaries shall severally indemnify the Representatives and hold each of them harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representatives in connection with actions taken by the Representatives pursuant to the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Shareholders to the Representatives pro rata in proportion to their respective percentage equity interests in the Company.
The Representatives. 20.1 The Defence Representative administers this contract for Defence.
The Representatives. The Lead Negotiators and the Representatives of the parties shall be the persons identified in Schedule 1. Each Party will immediately notify the other Party and the Mediator of any change to this information.
The Representatives. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representatives. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission.
The Representatives. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be threatened or contemplated by the Commission.
The Representatives. (a) The Licensee Committee shall consist of one (1) person appointed by the Philippine Parties (together) and one (1) person appointed by the MCE Parties (together) (each a “Representative” and together the “Representatives”).
The Representatives. The Stockholder hereby acknowledges the appointment of the Representatives, as defined in the Merger Agreement, to represent the stockholders of Target, including the Stockholder, in accordance with the provisions of Section 16 of the Merger Agreement.”
