Appointment of Purchaser Representative. Each Purchaser hereto hereby irrevocably appoints SovCap Equity Partners, Ltd., a corporation organized under the laws of the Bahamas and a First Closing Purchaser hereunder, to act as the sole and exclusive agent and representative (the "Representative") of each such Purchaser to act on behalf of such Purchaser and in such Purchaser's name, place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take all action on behalf of the Purchaser that may be taken by the Purchaser with respect to the Collateral, under this Agreement, the Bridge Notes, and the other Transaction Agreements. Without limiting the generality of the foregoing:
Appointment of Purchaser Representative. If the Company or a Shareholder enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Shareholder will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any Shareholder appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative. If any Shareholder declines to appoint the purchaser representative designated by the Company such Shareholder will appoint another purchaser representative, and such Shareholder will be responsible for the fees of the purchaser representative so appointed. This Section 11(c) shall apply only to Shareholders that are required to appoint a purchaser representative under Regulation D (or any successor regulation then in effect) promulgated under the Securities Act.
Appointment of Purchaser Representative. In the event that any Company Securityholder receiving Merger Consideration is not an accredited investor as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, the Company shall cause such non-accredited investors to have, prior to the mailing of any Soliciting Materials, appointed a “purchaser representative” in compliance with such Regulation D to the reasonable satisfaction of Acquiror.
Appointment of Purchaser Representative. If you checked paragraph (vi) of Question 2 above (an "Unaccredited Investor"), you will be required (subject to certain exceptions) to utilize a "Purchaser Representative" in connection with your evaluation of the risks and merits of the Transaction and Distribution and an investment in Parent Common Stock thereby. [ ] has agreed to act as Purchaser Representative for such purpose. BY SIGNING BELOW, EACH SHAREHOLDER WHO IS AN UNACCREDITED INVESTOR HEREBY APPOINTS [ ] TO SERVE AS THE UNDERSIGNED'S PURCHASER REPRESENTATIVE (as that term is used in Regulation D of the Securities Act of 1933, as amended (the "Securities Act")) in connection with the Transaction and Distribution and an investment in Parent Common Stock thereby and hereby acknowledges that (i) the Shareholder will consult with the Purchaser Representative in connection with its evaluation of the merits and risks of the Transaction and Distribution and an investment in Parent Common Stock and (ii) the Shareholder has received and reviewed a letter from such Purchaser Representative, attached hereto as Exhibit A, setting forth any material A-106 112 relationship between Parent or any of Parent's affiliates and Purchaser Representative or any of his affiliates, which currently exists, are contemplated or have existed at any time since May 1998. UNLESS CONTACTED BY THE COMPANY, ALL NON-ACCREDITED INVESTORS WILL BE REQUIRED TO EITHER ATTEND A MEETING WITH THE PURCHASER REPRESENTATIVE IN PERSON OR BY PHONE OR TO PARTICIPATE IN A CONFERENCE CALL WITH THE PURCHASER REPRESENTATIVE. THE DATES, TIMES AND OTHER INFORMATION FOR THE MEETING AND CONFERENCE CALL WILL BE PROVIDED TO ALL NON-ACCREDITED INVESTORS IN A SEPARATE COMMUNICATION. Please note, in certain circumstances, if you are an Unaccredited Investor, but Parent determines and notifies you that by the information set forth above you otherwise have such knowledge and experience in financial and other business matters that you are capable of evaluating the merits and risks of the Transaction and Distribution and the investment in Parent Common Stock, you will not be required to consult with the Purchaser Representative and you will not be deemed to have appointed one hereunder.
Appointment of Purchaser Representative. The Shareholder hereby appoints Cxxxxxx Xxxxxxx as purchaser representative (the “Purchaser Representative”) for the Shareholder in connection with evaluating the merits and risks of the Merger and the investment by the Shareholder in the shares of Parent Common Stock. The Shareholder acknowledges that the Shareholder has had an opportunity to meet with the Purchaser Representative via telephone or in person and, to the extent necessary, has relied in part on the advice of the Purchaser Representative in connection with the Merger and the investment in shares of Parent Common Stock.
Appointment of Purchaser Representative. For reasons of administrative convenience, the Purchasers appoint _________________. to act as the Purchaser Representative. In connection with the transactions contemplated by this Agreement, each Purchaser expressly authorizes the Purchaser Representative to execute the Escrow Agreement on such Purchaser’s behalf. (Signature Page Follows) 18
Appointment of Purchaser Representative. Each Non-Designated Shareholder hereby retains Xxxxx Xxxxxxxx (the "Purchaser Representative") to act as such Non-Designated Shareholder's purchaser representative (as such term is defined in Rule 501(h) of the Rules and Regulations promulgated under the Securities Act) in connection with evaluating the merits and risks of the Merger, including his exchange of Company Common Stock for Parent Common Stock, and the Purchaser Representative hereby agrees to act as such Designated Shareholder's purchaser representative for such purpose. Each Non-Designated Shareholder acknowledges and agrees that Parent will rely on the foregoing for purposes of confirming the availability of an exemption from the registration requirements of the Securities Act.
Appointment of Purchaser Representative. Each Purchaser hereto hereby irrevocably appoints SovCap Equity Advisors, Ltd., a corporation organized under the laws of the Bahamas and a Purchaser hereunder, to act as the sole and exclusive agent and representative (the "Representative") of such Purchaser to act on behalf of such Purchaser and in such Purchaser's name, place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take all action on behalf of Purchaser that may be taken by Purchaser with respect to the collateral under this Agreement, the Bridge Notes, and the other Transaction Agreements. Without limiting the generality of the foregoing:
Appointment of Purchaser Representative. If TPG enters into any --------------------------------------- negotiation with respect to a Change of Control Transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available, each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company.
Appointment of Purchaser Representative. Each Purchaser hereby irrevocably appoints Gxxxxx Xxx, on behalf of CNH Partners, LLC, to serve as the initial Purchaser Representative to receive notices from the Company or any other person in connection with any of the Transaction Documents and to act on his/her behalf in any manner whatsoever as contemplated by the Transaction Documents. Attached hereto as Exhibit 7.4 is a letter of acceptance of Gxxxxx Xxx, on behalf of CNH Partners, LLC, evidencing his/her acceptance of the appointment as Purchaser Representative and agrees to act as the Purchaser Representative in connection and in accordance with the Transaction Documents.
