Appointment of the Representative. (a) In order to administer efficiently the determination and payment of the Merger Consideration (and any adjustment thereto pursuant to Section 2.05 hereof) and the defense and/or settlement of any claims or Actions related to this Agreement, each Company Stockholder, by his, her or its acceptance of any portion of the Merger Consideration, as well as, in certain cases, through separate instruments, irrevocably appoints the Representative as his, her or its agent, attorney in fact, proxy and representative (with full power of substitution in the premises), and, by its execution hereof, the Representative xxxxxx accepts such appointment.
(b) The Representative is hereby authorized (i) to take all action necessary in connection with the acceptance, rejection, determination and payment of the Merger Consideration (and any adjustment thereto pursuant to Section 2.05 hereof) and the defense and/or settlement of any claims or Actions related to this Agreement, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Company Stockholders are subject, and (iii) to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power:
(i) to execute and deliver the Escrow Agreement and any amendments thereto as the representative of the Company Stockholders; to execute any instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder; to pay any expenses of the Company Stockholders or the Representative from the Adjustment Escrow Amount (to the extent such amounts are released to the Company Stockholders) or the Representative Holdback Amount; and to take such further actions under the Escrow Agreement as the Representative deems to be necessary or appropriate;
(ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;
(iii) to execute and deliver all amendments and waivers to this Agreement that the Representative deems necessary or appropriate, whether prior to, at or after the Closing;
(iv) to receive funds, make payments of fund...
Appointment of the Representative. By accepting CVRs, the Holders hereby appoint, authorize and empower the Representative to be the exclusive representative, agent and attorney-in-fact of each Holder, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for each Holder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and to facilitate the consummation of the transactions contemplated hereby, including without limitation for purposes of (i) providing such notices to the Holders of any information it receives from the Company relating to the Consideration or the Rights Agent that such Representative deems appropriate, (ii) negotiating and settling, on behalf of the Holders, any dispute that arises under this Agreement after the Effective Date, (iii) confirming the satisfaction of the Company’s obligations under this Agreement, (iv) negotiating and settling matters with respect to the amounts to be paid to the Holders pursuant to this Agreement, and (v) representing the Holders in any actions, claims or rights to recourse provided herein.
Appointment of the Representative. Each Seller hereby irrevocably appoints the Representative as the sole agent of the Sellers to act on behalf of such Person regarding any matter relating to or arising under this Agreement and the transactions contemplated by this Agreement, including for the purposes of: (i) receiving any payments due from the Buyer that are required under the terms of this Agreement to be paid to the Sellers and, where applicable, distributing such payments to the Sellers, pro rata based on their respective Purchase Price Percentages; (ii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with the indemnification provisions set forth in Article VIII or Article XII, the amendment of this Agreement in accordance with Section 13.2 and the waiver of any provision of this Agreement in accordance with Section 13.5; (iii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by
Appointment of the Representative. For the duration of this Agreement and subject to the provisions of this Agreement, the Company appoints the Representative as a marketing and lead generation representative for the Company, with respect to the Services, to potential customers of Company.
Appointment of the Representative. By virtue of the adoption of this Agreement and approval of the Merger and the Transactions by the Common Stockholders, each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger and the Transactions, whether at a meeting or by written consent in lieu thereof) shall be deemed to have appointed, effective from and after the approval of the Merger, Representative to act as his, her or its representative and true and lawful attorney-in-fact, with full power of substitution, in such holder’s name and on such holder’s behalf, under this Agreement in the absolute discretion of the Representative in accordance with the terms of this Section 2.10 and the Escrow Agreement. This power of attorney and all authority hereby conferred is irrevocable and shall not be terminated by any act of any such holder, by operation of law, by such holder’s death or disability or by any other event, except as expressly set forth herein. The Representative may be replaced upon the affirmative vote of the holders of a majority of the Common Stock as of the Closing. Any Person or entity appointed to replace a former Representative shall execute a statement agreeing to perform the duties set forth in this Agreement. The appointment of a replacement Representative shall become effective upon delivery of such statement to Parent and the Surviving Corporation.
Appointment of the Representative. RESOLVED, that Shareholder Representative Services LLC, a Colorado limited liability company, is hereby appointed as the Company Equityholder Representative; RESOLVED FURTHER, that the Company Equityholder Representative is appointed as the stockholders’ true and lawful agent, representative and attorney-in-fact with respect to all actions contemplated by the Merger Agreement and the other Transaction Documents to be taken for and on behalf of the stockholders, as further described in Section 2.4 of the Merger Agreement; and RESOLVED FURTHER, that the Company Equityholder Representative shall have the power and authority to act on behalf of each of the undersigned and the other stockholders of the Company as set forth in Section 2.4 of the Merger Agreement.
Appointment of the Representative. By virtue of the adoption of this Agreement and approval of the Merger and the transactions contemplated herewith by the holders of Common Stock, each holder (regardless of whether or not such holder votes in favor of the adoption of the Agreement and the approval of the Merger and the transactions contemplated herewith) shall be deemed to have appointed, effective from and after the Effective Time, the Representative to act in accordance with its operating agreement and as permitted by this Agreement. This Section 1.13(b) shall be binding upon the respective executors, heirs, legal representatives, personal representatives and successors of each holder of Common Stock. The Representative shall be entitled to rely upon any written statement furnished to the Representative by any holder of Common Stock or Parent.
Appointment of the Representative. By approval and adoption of this agreement, each Shareholder hereby irrevocably appoints a committee comprised of Xxxxxx Xxxxx, Xxxx Xxxxxxxx and Xxxx Xxxxxxxxx, and their duly appointed successors, as its, his or her true and lawful attorney-in-fact and agent (the “Representative”), with full power of substitution or resubstitution, to act on behalf of such Shareholder in any disputes involving this agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative deems necessary or appropriate in connection with the transactions contemplated hereby, including the power:
(a) to act for such Shareholder and the Company with regard to Claims, including the power to compromise any Claim on behalf of such Shareholder and to transact matters of litigation, and to act for such Shareholder under the Escrow Agreement;
(b) to execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the Merger;
(c) to receive funds, make payments of funds, and give receipts for funds;
(d) to receive funds for the payment of expenses of such Shareholder and apply such funds in payment for such expenses; and
(e) to do or refrain from doing any further act or deed on behalf of such Shareholder that the Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this agreement as fully and completely as such Shareholder could do if personally present.
Appointment of the Representative. By subscribing for or purchasing this Covered Bond, the holder of this Covered Bond shall be deemed to have acknowledged and agreed to the appointment of the Representative as its representative to act for the benefit of the holders for the time being of the Covered Bonds in accordance with the terms of the Representative and Agency Agreement.
Appointment of the Representative. 2.1 Weima hereby appoints the Representative as its sales representative for the Weima Products in the Territory. Prior to the giving of notice by either party that this agreement is to be terminated or the breach of any provision of this Agreement by the Representative, Weima will not appoint any other manufacturer's representative located in the Territory for the Weima Products listed on Schedule A.
2.2 The Representative acknowledges that neither the Agreement nor the relationship of the parties shall in any way create a partnership, joint venture or joint enterprise between Weima and the Representative, and that neither the Representative nor any of the Representative's employees are to be considered employees of Weima. The Representative shall have no authority to obligate or act for Weima in any way except as specified herein and the Representative shall not hold itself out as having the power or authority to bind or act for Weima. April 8, 2004, Page 3 of 11 0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000 Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000 ADVANCED TECHNOLOGY FOR SIZE REDUCTION [weima(R) America, Inc. LOGO]
2.3 Weima shall not be liable for any personal injury or property damage caused by or resulting from any act of the Representative, its employees or agents, and the Representative shall indemnify and hold Weima harmless from and against any liabilities, damages, costs, and expenses, including reasonable attorneys' fees, incurred as a result of any claims arising from acts or omissions by the Representative, its employees or agents.
