Actions Binding. The agencies and proxies created hereunder by the Sellers are coupled with an interest and are therefore irrevocable without the consent of the Sellers’ Representative, and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by the Sellers’ Representative will be binding upon the Sellers and no Seller will have the right to object, dissent, protest or otherwise contest the same. Without limiting the generality of the foregoing, any notice delivered or payment made by the Buyer or the Escrow Agent to the Sellers’ Representative will be treated as having been delivered or made, as the case may be, to each Seller entitled thereto, regardless of the actions taken or not taken by the Sellers’ Representative following receipt of such notice or payment.
Actions Binding. All decisions and actions by the Shareholder Representative will be binding upon each holder of Company Common Stock (including each Indemnifying Member) and no holder of Company Common Stock will have the right to object, dissent, protest or otherwise contest the same. Parent will be able to rely conclusively on the written instructions of the Shareholder Representative as to such decisions and actions taken by the Shareholder Representative hereunder.
Actions Binding. The agencies and proxies created hereunder are coupled with an interest and are therefore irrevocable without the consent of the Sellers’ Representative, will be binding on and enforceable against the Sellers and their successors, permitted assigns, heirs and personal representatives and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by the Sellers’ Representative will be binding upon the Sellers and no Seller will have the right to object, dissent, protest or otherwise contest the same. Without limiting the generality of the foregoing, any notice delivered or payment made by the Buyer or the Escrow Agent to the Sellers’ Representative will be treated as having been delivered or made, as the case may be, to each Seller entitled thereto, regardless of the actions taken or not taken by the Sellers’ Representative following receipt of such notice or payment.
Actions Binding. All decisions and actions by the Sellers’ Representative will be binding upon each of the Sellers and no Seller will have the right to object, dissent, protest or otherwise contest the same. All fees and expenses, and other liabilities and amounts incurred by the Sellers’ Representative, if incurred prior to the Closing, shall be considered Seller Transaction Expenses and, if incurred following the Closing, shall be paid by the Common Stock Sellers and Warrant Holder Sellers, in accordance with their respective Percentages. The Buyer will be able to rely conclusively on the written instructions of the Sellers’ Representative as to such decisions and actions taken by the Sellers’ Representative hereunder, all such communications shall be deemed to be made on behalf of any or all of the Sellers and the Buyer shall not be required to comply with any instructions or communications from any Seller even if such instruction or communication is contrary to the instruction or communication of the Sellers’ Representative.
Actions Binding. 55 ARTICLE XI:
Actions Binding. A decision, act, consent or instruction of the Sellers' Representative shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of such Sellers, and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Sellers' Representative as being the decision, act, consent or instruction of each and every such Seller. The Escrow Agent and Purchaser are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers' Representative.
Actions Binding. All decisions and actions by the Seller Representative will be binding upon all Sellers; no such Seller will have the right to object, dissent, protest or otherwise contest the same; and the Buyer will be able to rely conclusively on the written instructions of the Seller Representative as to such decisions and actions taken by the Seller Representative hereunder.
Actions Binding. All decisions and actions by the Stockholders’ Representative hereunder shall be binding upon all Impella Stockholders, and no Impella Stockholder shall have the right to object, dissent, protest or otherwise contest the same.
Actions Binding. Any action taken by the Members at a meeting or in writing, as described above, shall be binding and conclusive upon the Company and all Members and Managers, and a copy of the minutes of the meeting or of the written action in which such action was taken shall be certified to be true, accurate and complete by the Managers and shall promptly be provided by the Managers to all of the Members.
Actions Binding. The agencies and proxies created hereunder by the Sellers, Reliant Indemnitors, and Additional Indemnitors are coupled with an interest and are therefore irrevocable without the consent of the Sellers’ Representative, and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller, any Reliant Indemnitor or any Additional Indemnitor. All decisions and acts by the Sellers’ Representative will be binding upon the Sellers, the Reliant Indemnitors and the Additional Indemnitors, including the Selling Minority Holders and Electing Minority Holders, and no Seller, Reliant Indemnitor or Additional Indemnitor will have the right to object, dissent, protest or otherwise contest the same. Without limiting the generality of the foregoing, any notice delivered or payment made by the Buyer or the Escrow Agent to the Sellers’ Representative will be treated as having been delivered or made, as the case may be, to each Seller, each Reliant Indemnitor and each Additional Indemnitor, including each Selling Minority Holder, entitled thereto, regardless of the actions taken or not taken by the Sellers’ Representative following receipt of such notice or payment.
