Members’ Representative. Except as otherwise specifically stated herein to the contrary, the Members’ Representative is hereby appointed the exclusive agent of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement....
Members’ Representative. For purposes of this Agreement, the DLJ Members hereby consent to the appointment of DLJMB, as representative of the DLJ Members (the “Members Representative”), and as attorney-in-fact for and on behalf of the DLJ Members, and, subject to the express limitations set forth below, the taking by the Members Representative of any and all actions and the making of any decisions required or permitted to be taken by the DLJ Members under this Agreement. The Members Representative will have unlimited authority and power to act on behalf of the DLJ Members with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement so long as all DLJ Members are treated in the same manner. The DLJ Members will be bound by all actions taken by the Members Representative in connection with this Agreement. In performing its functions hereunder, the Members Representative will not be liable to the DLJ Members in the absence of gross negligence or willful misconduct.
Members’ Representative. Each Member that is not an individual will designate one or more individuals to act as such Member's duly authorized representative and agent for purposes of exercising such Member's vote on any matter involving the Company requiring the approval or action of the Members. Each Member that is not an individual may also designate one or more individuals as an alternate in the event that the primary representative is unavailable to act for any reason. A Member may change any such designation at any time upon similar notice. The representatives of a Member will cast the vote of each Member in accordance with such Member's Ownership Interest, as provided in this Article.
Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:
Members’ Representative. The Members hereby irrevocably designate and appoint Xxxx Xxxxxxxx as their agent and attorney in fact ("Members' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Members hereunder or increase the extent of their obligation to indemnify CANNASSIST hereunder.
Members’ Representative. (a) Each of the Members, by such Member’s execution of this Agreement or a Joinder Agreement, hereby irrevocably appoints the Members’ Representative as agent and attorney in fact for the Company and such Member, and authorizes the Members’ Representative (i) to take all action necessary to consummate the transactions contemplated by this Agreement and the Escrow Agreement, including, without limitation, to vote Units to effect the conversion of the Company to a corporation if the Members’ Representative determines such action is advisable (in the Members’ Representative’s sole discretion), or the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Member Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, (iv) to make decisions on behalf of the Company and such Member and take any and all additional action as is contemplated to be taken by or on behalf of such Member by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Future Product Payments.
Members’ Representative. Each Member who is not an individual shall designate by Notice to the Company one individual representative (and an alternate for such representative) who will represent such Member for purposes of giving approvals or consenting to any proposed action requiring the approval or consent of the Members. Each Member may, from time to time, change the individuals designated by it as its representative or its alternate but only upon Notice given to the Company. Each such Member hereby represents that its representative or, if such representative is absent or unavailable, its alternate, is or shall be authorized to provide any approval or consent which may be required or requested hereunder from such Member and the Company and the other Member(s) may rely conclusively upon the signature and authority of such representative or alternate to deliver or grant such approval or consent without determining that such representative or alternate is acting with the consent or approval of such Member, or its board of directors or shareholders or other governing body.
Members’ Representative. The Members shall have designated one ----------------------- of them as the Members' Representative (as defined) hereunder.
Members’ Representative. (a) Upon the closing of the Merger, one of the Members shall be constituted and appointed as agent and attorney-in-fact (the "Members' Representative") for and on behalf of each of the Members to give and receive notices and communications, 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 Claims, and to take all actions necessary or appropriate in the judgment of the Members' Representative for the accomplishment of the foregoing. Such agency may be changed (whether pursuant to vacancy, removal or resignation) by the vote of a majority of the Members from time to time upon not less than thirty (30) days prior written notice to Parent. No bond shall be required of the Members' Representative, and the Members' Representative shall receive no compensation for its services, except for payment by the Members of expenses, including fees of counsel, reasonably incurred by the Members' Representative in connection with the performance of its duties hereunder.
Members’ Representative. (a) TopCo and each Member by the adoption of this Agreement and by their signature hereunder irrevocably and unconditionally authorizes the Members’ Representative (i) to take any and all additional action as is contemplated to be taken or otherwise may be taken by or on behalf of the Company, TopCo, or the Members by or under the terms of this Agreement, including any waivers of Closing conditions or waivers of other TopCo or Member rights and any agreement to terminate or alter this Agreement, (ii) to take all action necessary to the defense and/or settlement of any claims for which the Members may be required to indemnify the Buyer Indemnified Parties pursuant to Article X hereof, and (iii) to give and receive all notices required to be given or received by TopCo or the Members under this Agreement.
