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:
(i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable;
(ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable;
(iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account.
(iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agree...
Authorization of Representative. 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. 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) Effective upon the Effective Date, as contemplated by the Shareholder Consent, the Shareholder Representative is hereby appointed, authorized and empowered to act as a representative for the benefit of the holders of Preferred Stock, Common Stock, Series E Preferred Stock Warrants and Options (other than with respect to any Dissenting Shares) (collectively, the “Company Equity Securities”) (provided that any such appointment shall only be effective with respect to holders of Options and Series E Preferred Stock Warrants to the extent that such holders have executed consents to such appointment), as the exclusive agent and attorney-in-fact to act on behalf of each holder of Company Equity Securities, 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:
(i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which Shareholder Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as Shareholder Representative, in its sole discretion, determines to be desirable;
(ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as Shareholder Representative, in its sole discretion, may deem necessary or desirable;
(iii) as representative, to enforce and protect the rights and interests of the holders of Company Equity Securities (including Shareholder Representative, in its capacity as a shareholder in the Company) and to enforce and protect the rights and interests of Shareholder Representative, in each case arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims for indemnification brought under Article VIII hereof), and to take any and all actions which Shareholder Representative believes are necessary or appropriate under either of the Escrow Agreement and/or this Agreement for and on behalf of the holders of Company Equity Securities, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim“) against Pa...
Authorization of Representative. (a) Representative is hereby appointed, authorized and empowered to act as a representative, for the benefit of the Sellers, as the exclusive agent and attorney-in-fact to act on behalf of the Sellers, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority:
(i) to execute and deliver such waivers and consents in connection with this Agreement and the consummation of the transactions contemplated hereby as Representative, in its sole discretion, may deem necessary or desirable;
(ii) as Representative, to enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of Representative arising out of or under or in any manner relating to this Agreement and each other agreement, document, instrument or certificate referred to herein or the transactions provided for herein, and to take any and all actions which Representative believes are necessary or appropriate under this Agreement for and on behalf of the Sellers, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Purchaser and/or the Company (after the Closing), conducting negotiations with Purchaser or the Company (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Purchaser, the Company or any other person, or by any federal, state or local governmental authority against Representative and/or any of the Sellers, and receive process on behalf of any or all Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as Representative may deem advisable or necessary; and (D) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that Representative shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions;
(iii) to refrain from enforcing any right of the Sellers or any of them and/or R...
Authorization of Representative. 9 3.4 Acquisition of Shares for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 ARTICLE IV
Authorization of Representative. (a) The Selling Parties irrevocably appoint, authorize and empower Sxxxxxx to act as the exclusive agent, representative and attorney-in-fact (the “Representative”) on behalf of each Selling Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority:
(i) To execute and deliver such waivers, modifications, amendments and consents in connection with this Agreement and the consummation of the transactions contemplated hereby as the Representative, in his sole discretion, may deem necessary or desirable, except that, without the prior written consent of all the Selling Parties, the Representative may not amend, modify or waive the provisions of the following: Section 2.2(a)(i), Section 2.4, Article 5, Section 7.2(c), Section 7.11, Section 8.3(f), Section 10.2(b), Section 10.2(c), Section 10.5(a)(ii), Section 10.5(a)(iii), Section 10.6 or Article 11;
(ii) To enforce and protect the rights and interests of the Selling Parties (including the Representative, in his capacity as a Selling Party) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including in connection with any and all claims for indemnification brought under Article 10 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under this Agreement, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Purchaser, defending any Third Party Claims, consenting to, compromising or settling any such Claims, conducting negotiations with Purchaser and its representatives regarding such Claims, and, in connection therewith, to: (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Purchaser or any other Person, or by any federal, state or local Governmental Entity against the Representative or any of the Selling Parties, and receive process on behalf of any or all of the Selling Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges w...
Authorization of Representative. 16.01 A member of the Union, an employee of the Company, chosen by the employees of the Company (Union members), to be known as the Shop Committee Chairperson, shall be recognized as the Official Representative of the Union provided, however, that the member shall have been employed in the Company for a period of not less than two (2) years, unless otherwise mutually agreed upon.
Authorization of Representative. 9 3.4 Acquisition of Shares for Investment........................................................ 9 ARTICLE IV
Authorization of Representative. A member of the Union, an employee of the Company, chosen by the employees of the Company (Union members), to be known as the Shop Committee Chairperson, shall be recognized as the Official Representativeof the Union. are not in with the principals of the Union. The Company acknowledges the right of the Union to appoint not more than four (4) representativesto assist in pre- senting its grievances to the Company and for negotiation of a new contract. The Company will allow the Shop Committee Chairperson, with relevant member of the Shop Committee available at that time, to their duties as laid down above and compensatethem for this at their basic hourly rate. Compensation applies only for time spent on their regular work shift. Union Business on Company Time: No Union meeting or activities of any kind shall be held on Company property during working hours, unless authorized by Management. Bulletin Boards: The Union shall have the use of a bulletin board for the posting of Union announcements and notices.
