Authorization of the Representative. The Representative hereby is appointed, authorized and empowered to act as the agent of the Securityholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and other related transaction documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article 9, which shall include the full power and authority:
Authorization of the Representative. (a) As a condition to receiving Merger Consideration, each Holder shall irrevocably constitute and appoint the Representative. The Representative hereby agrees to accept such appointment as the true and lawful agent and attorney-in-fact of such Holder with full power of substitution to act in the name, place and stead of such Holder with respect to the performance on behalf of any such Holder under the terms and provisions hereof, and 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 any transaction contemplated hereunder, including the power to:
Authorization of the Representative. Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx (and each successor appointed in accordance with Section 11.2 below) (the "Shareholders Representatives") hereby are appointed, authorized and empowered to act as the Shareholders Representatives, on behalf of the Control Shareholders, in connection with and to facilitate the consummation of the transactions contemplated by this Agreement for the purposes and with the powers and authority hereinafter set forth in this Article 11, which shall include the power and authority:
Authorization of the Representative. Each Seller, by his, her or its execution of this Agreement, hereby appoints, authorizes and empowers the Representative to act as the agent of the Sellers for the purposes and with the powers and authority hereinafter set forth in this Article X and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. Xxxxx, Muse Fund III Incorporated, a Texas Corporation (the "Representative") (and each successor appointed in accordance with Section 12.6), hereby is appointed, authorized and empowered to act, on behalf of the Securityholders, in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Indemnification Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article 12 and in the Indemnification Escrow Agreement, which shall include the power and authority:
Authorization of the Representative. (a) The Representative hereby is appointed, authorized and empowered to act as the agent of the Company Members and the UAR Holders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Company Members or the UAR Holders, as applicable, under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article XIII and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) As a condition to receiving the Closing Per Share Merger Consideration, each of the Securityholders (other than holders of Dissenting Shares) shall agree in a Letter of Transmittal or other documentation acceptable to Parent to be bound by (i) the provisions of this Agreement, (ii) the Escrow Agreement, (iii) the appointment of the Representative as the agent and attorney-in-fact of such holder for the purposes of Article II and Article X and the Escrow Agreement, and (iv) the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement, including the exercise of the power to authorize delivery to any Parent AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents Indemnified Person of cash out of the Escrow Account in satisfaction of claims by any Parent Indemnified Person pursuant to this Agreement. The Representative hereby is appointed, authorized and empowered to act as the agent of the Securityholders in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement and the Escrow Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article XII and in the Escrow Agreement, which shall include the full power and authority:
Authorization of the Representative. (a) The Representative hereby is appointed, authorized and empowered to act as the sole and exclusive representative, agent, proxy and attorney-in-fact of Sellers, Seller Owners and the Hospitality Subsidiaries, and each of them, in connection with, and to facilitate the consummation of the transactions contemplated in, this Agreement and the other Ancillary Agreements, and in connection with the activities to be performed on behalf of Sellers and Seller Owners under this Agreement, for the purposes and with the powers and authority hereinafter set forth in this Article 10, which will include the full power and authority:
Authorization of the Representative. (a) Each Seller hereby appoints and authorizes the Representative, and the Representative hereby accepts such appointment and authorization, to act on behalf of such Seller in connection with this Agreement and the Related Documents in good faith, which shall include the power and authority on behalf of the Sellers:
Authorization of the Representative. (a) Each Equityholder, upon voting for the approval or consenting to the transactions contemplated herein, will have appointed the Representative, or his designee or successor (as appointed in writing), who is authorized and empowered to act as the agent of the Equityholders in connection with, and to facilitate the consummation of the transactions contemplated in, this Agreement and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Equityholders under this Agreement, for the purposes and with the powers and authority set forth in this Section 11.1, which will include the full power and authority:
