Authorization of Representative. (a) The Representative (and any successor or assign thereof) is hereby appointed, authorized and empowered by the Sellers to act as a representative, for the benefit of the Sellers, as the exclusive agent and attorney-in-fact to act on behalf of each Seller, in connection with and to facilitate the consummation of the Transactions, which shall include the power and authority:
Authorization of Representative. By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Stockholders shall be deemed to have agreed to appoint the Representative, as its agent and attorney-in-fact, as the Representative for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Parent Indemnified Person from the Escrow Fund in satisfaction of Parent Indemnification Claims pursuant to Section 10.2, to object to such payments, 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 such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (a) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (b) specifically provided for by the terms of this Agreement or the Escrow Agreement. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services other than pursuant to the terms of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholde...
Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority:
Authorization of Representative. (a) The Sellers irrevocably appoint, authorize and empower American Capital, Ltd. to act as a Representative, for the benefit of Sellers, as the exclusive agent and attorney-in-fact to act on behalf of each Seller, in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include the power and authority:
Authorization of Representative. 72. Stone Point Capital LLC (or any of its Affiliates as designated by Stone Point Capital LLC) is hereby appointed, authorized and empowered by the Company, with such appointment to be confirmed by the Equityholders in the Letter of Transmittal, to act as the “Equityholder Representative” (or any other Person from time to time designated by the DOC ID - 32901658.22 85 Equityholders who hold a majority of the Shares as of immediately prior to the Effective Time) for the benefit of the Equityholders, as the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include the power and authority (in its sole discretion):
Authorization of Representative. (a) MHC is hereby appointed, authorized and empowered to act as a representative (the "Representative"), for the benefit of the holders of Units, in connection with and to facilitate the consummation of the transactions contemplated hereby, as the exclusive agent and attorney-in-fact to act on behalf of each partner of MLP with respect to any and all Claims relating to any partner of MLP and any and all Claims by the Parent Indemnified Parties arising under this Agreement and in connection with the performance of the various actions required or permitted to be performed on behalf of the holders of Units under the Escrow Agreement and ACN LLC Documents, for the purposes and with the powers and authority hereinafter set forth in this Section 11.1 and in the Escrow Agreement, which shall include the power and authority:
Authorization of Representative. The Representative is duly authorized to act as representative of, and attorney-in-fact for, the Group pursuant to a Purchaser Appointment of Agent and Power of Attorney executed by each member of the Group and dated as of the date hereof. This Agreement has been duly and validly executed and delivered by the Representative and constitutes a valid and binding obligation of the Group, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authorization of Representative. (a) Lxxxxx Xxxxxxxxxxx Xxxxxx (the “Stockholders’ Representative”) is hereby appointed, authorized and empowered to act as the exclusive agent and attorney-in-fact to act on behalf of each Company Securityholder in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority:
Authorization of Representative. 9 3.4 Acquisition of Shares for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Authorization of Representative. (a) By virtue of adoption of this Agreement by the Company Stockholders and without further action by any Company Stockholder, the Representative is hereby irrevocably appointed, authorized and empowered to act as a representative for the benefit of the Company Equityholders, as the exclusive agent and attorney-in-fact to act on behalf of each Company Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority:
