Authorization of the Shareholders’ Representative Clause Samples

Authorization of the Shareholders’ Representative. (i) LS Power Development, LLC (and each successor appointed in accordance with Section 11(c), the “Shareholders’ Representative”) hereby is appointed, authorized and empowered to act, on behalf of each Shareholder, and after a LP Stock Distribution, each Limited Distributees in connection with the activities to be performed on the Shareholders’ and the Limited Distributees’, if any, behalf under this Agreement, for the purposes and with the powers and authority set forth in this Section 11, which will include the power and authority: (A) to execute and deliver such amendments, waivers and consents in connection with this Agreement as the Shareholders’ Representative, in its reasonable discretion, may deem necessary or desirable to give effect to the intentions of this Agreement; (B) as the Shareholders’ Representative of the Shareholders and the Limited Distributees, if any, to enforce and protect the Shareholders’ and Limited Distributees’, if any, rights and interests and to enforce and protect the Shareholders’ and Limited Distributees’, if any, rights and interests arising out of or under or in any manner relating to this Agreement; (C) to refrain from enforcing any right of any Shareholder, Limited Distributee and/or of the Shareholders’ Representative arising out of or under or in any manner relating to this Agreement; and (D) to make, execute, acknowledge and deliver all such other contracts, agreements, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in Sections 11(i)(A) through (D). (ii) The grant of authority provided for in this Section 11(a): (i) is coupled with an interest and is being granted, in part, as an inducement to the Shareholders and the Company to enter into this Agreement and will be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Shareholder and will be binding on any successor thereto and (ii), subject to Section 11(c), may be exercised by the Shareholders’ Representative acting by signing as Shareholders’ Representative of any Shareholder or Limited Distributee, if any.