SW Representative definition
Examples of SW Representative in a sentence
The SW Representative shall have the sole discretion and authority to act hereunder on behalf of the SW Group or any member thereof with respect to all such elections, approvals, requests, instructions, determinations, exercises or waivers of rights or notices hereunder, and the act of the SW Representative on behalf of the SW Group or any member thereof with respect thereto shall be deemed to be the binding, conclusive and definitive act of the SW Group or such member thereof for all purposes hereunder.
By execution of this Agreement (including any counterpart or joinder hereof), the SW Group hereby irrevocably designates the SW Representative to act as its agent and representative with respect to the making of any elections, approvals, requests or other instructions or determinations, the exercise or waiver of any rights, and the delivery and receipt of any and all notices, hereunder and to otherwise act on behalf of the SW Group or any or all members thereof with respect to the foregoing.
The SW Representative may remove and replace any SW Designee at any time with or without cause.
If any SW Designee shall resign or be removed or be unable to serve for any reason as a Manager of the Company, subject to Section 11.05, the SW Representative shall designate a replacement SW Designee.
Each Member agrees to direct any notice or other communication to be made to any member of the SW Group hereunder to the SW Representative and further agrees that any election, approval, request, instruction, determination, exercise or waiver of rights, or notice made or delivered, in connection with this Agreement by the SW Representative shall be deemed to be an election, approval, request, instruction, determination, exercise or waiver of rights, or notice made or delivered, by the SW Group.
In addition, (x) the actions set forth in Section 11.08(b), (f) and (q) shall at all times require the prior written consent of the Class B Majority and (y) the actions set forth in Section 11.08(a), (d), (g), (q) and (x) shall at all times require the prior written consent of the DLJ Representative and the SW Representative.
Any notice or other communication made to the SW Representative (referencing the SW Group) shall be deemed to have been made to the SW Group in the form and at the time made to the SW Representative.