Successor Representative. (a) The Representative and any successor Representative may resign and be discharged from its duties under this Agreement at any time by giving written notice thereof to the Company, specifying a date when such resignation shall take effect, which notice shall be sent at least thirty (30) days before the date so specified.
Successor Representative. (a) Either Representative may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Representative, subject to (i) consultation with the Borrower provided that no Default or Event of Default shall exist at such time, (ii) receipt of all necessary authorizations from the U.S. Department of State and the Department and (iii) such successor Representative agreeing to become bound to the Assurance Letter and the OEF Agreement in accordance with their terms. If no successor Representative shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Representative gives notice of resignation, then the retiring Representative may, on behalf of the Lenders, appoint a successor Representative, which, in the case of the Administrative Agent, shall be a commercial bank or an Affiliate thereof which has a combined capital and surplus of at least $500,000,000, subject to receipt of all necessary authorizations from the U.S. Department of State and the Department.
Successor Representative. In the event that the Shareholder Representative is unable or unwilling to serve as the proxy, a successor proxy may be appointed by the Shareholder Representative at his/her/its sole discretion, or if the Shareholder Representative is unable to make such appointment due to his death or incapacity to act, a successor proxy may be appointed by the Company at its sole discretion. A successor proxy shall be vested with all the rights, powers and authority as if originally named in this Agreement.
Successor Representative. If Xxxxx Xxxxxxxx resigns, dies or is otherwise unable to serve as the ESOP Stockholder’s Representative, the successor ESOP Stockholder’s Representative shall be designated in writing by the ESOP. Any change in the ESOP Stockholder’s Representative shall become effective only upon delivery of a written notice of such change to Parent.
Successor Representative. If Xxxxx Xxxxxxx resigns (by giving at least 60 days' written notice of such resignation to Parent and the Escrow Agent) or dies or becomes incapable of continuing to act as the Representative for any reason, a successor Representative shall be appointed by a writing signed by Stockholders holding in the aggregate a majority of the Stockholders' interest in the Escrow Fund, such appointment to become effective upon the delivery of executed counterparts of such writing to Parent and the Escrow Agent, together with an acknowledgment signed by the successor Representative named in such writing that he or she accepts the responsibility of successor Representative and agrees to perform and be bound by all provisions of this Agreement applicable to the Representative. Pending the election of a successor Representative, the Stockholder that owns the largest number of Escrow Shares immediately following the Effective Time (excluding the former Representative) shall act as the interim Representative. Failing such appointment, the Escrow Agent or any Stockholder may apply to a court of competent jurisdiction for the appointment of a successor Representative.
Successor Representative. The Stockholder Representative may resign at any time subject to the terms of the Stockholder Representative Engagement Letter. Upon the disqualification or (upon not less than ten days’ prior written notice to Parent) resignation of the Stockholder Representative, a successor Stockholder Representative shall be promptly appointed (and in no event later than 15 days) by Stockholders who, together, were entitled to a majority of the Estimated Net Adjusted Merger Consideration at Closing who shall succeed the Stockholder Representative as the “Stockholder Representative” hereunder.
Successor Representative. In the event that Sandpiper Ventures LLC, or any successor Stockholders' Representative appointed in accordance with this Section 12.4, shall cease to serve as Stockholders' Representative for any reason, then the holders of a majority of the shares of GeneScreen Stock as of the Effective Time shall appoint a successor Stockholders' Representative.
Successor Representative. In the event that Sandpiper Ventures LLC shall cease to serve as Stockholders' Representative for any reason then such person as shall be designated in writing in accordance with the Merger Agreement.
Successor Representative. Upon the death, disqualification or resignation of the Unitholders’ Representative, a successor shall be appointed by the Unitholders who held a majority of the Company Units as of immediately prior to Closing, which Person shall succeed the Unitholders’ Representative as the “Unitholders’ Representative” for all purposes of this Agreement and the Escrow Agreement.
Successor Representative. Upon prior written notice to the Trustee and the Holders, the Company may resign from its role as representative of the Co-Issuers at any time, such resignation to be effective upon the appointment of a successor representative. The Trustee shall give prompt written notice of such resignation to the Holders.
