Decisions of Representative Sample Clauses

Decisions of Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of the undersigned and shall be final, binding and conclusive upon the undersigned. In the event that a decision, act, consent or instruction of the Representatives is not provided within thirty (30) days of Parent’s request for any decision, act, consent or instruction of the Representative, the matter at issue shall be finally determined, as soon as reasonably practicable, by approval of the holders of seventy percent (70%) of the economic interest represented by all of the Holders immediately prior to the Effective Time. Please deliver the cash portion of the Closing Consideration for each of the Shares set forth in Part A below as directed in Part B below. Please deliver the share portion of the Closing Consideration for each of the Shares set forth in Part A below as directed in Part C below in accordance with the Allocation Election made by the undersigned in Part C below. Upon the release of the Escrow Amount (or any portion thereof), please deliver the such amounts to the Representative, who will then deliver to the undersigned the undersigned’s Proportionate Share of such released Escrow Amount for each of the Shares set forth in Part A below as directed in Part B below. The undersigned has had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the Merger Agreement, the Lock-Up Agreement, the Paying Agent Agreement, the Escrow Agreement, this Letter of Transmittal and any related documents, and has not relied upon any statement by the Company, Parent or their respective affiliates or representatives as to such matters. This Letter of Transmittal shall remain in full force and effect notwithstanding the death or incapacity of one or more of the undersigned (if an individual), and this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If any provision of this Letter of Transmittal is declared invalid or unenforceable by a court having competent jurisdiction, it is agreed that the same shall endure except for the part declared invalid or unenforceable which shall instead be enforced to the maximum extent permitted under applicable law.
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Related to Decisions of Representative

  • Selection of Representatives a) Each central party and the Crown shall select its own representatives to the Committee.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows: 1. For a period of up to twenty (20) business days following the Notice of Default, the Holders shall confer among themselves as to the appointment of a Representative. 2. If at any time during such twenty (20) day period, the Holders of a majority of the Notes, measured by the original Principal Amount of each such Note (a “Majority”), agree as to the appointment of a Representative, that person shall be the Representative.

  • Designation of Representatives 9.2.1 TxDOT and DB Contractor shall each designate Authorized Representative(s) who shall be authorized to make decisions and bind the Parties on matters relating to the Contract Documents. Exhibit 19 hereto provides the initial Authorized Representative designations. Such designations may be changed by a subsequent writing delivered to the other Party in accordance with Section 9.1. 9.2.2 The Parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the administration, design and construction of the Project and negotiate on behalf of each of the Parties, but who do not have authority to bind TxDOT or DB Contractor.

  • Authority of Representative The Representative shall have the power, on behalf of each Holder, to pursue such remedies as may be available by law and pursuant to this Revenue Sharing Agreement, for the purpose of maximizing the return to the Holders as a group, and to settle the claims of each Holder on such terms as the Representative may determine in its sole and unlimited discretion, subject to the other provisions of this Revenue Sharing Agreement. The Representative may pursue such remedies notwithstanding that the Representative does not have physical possession of the Notes and without naming the Holders as parties.

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Termination of Representative The services of a Representative may be terminated at any time by the affirmative vote of Holders holding a majority of the Notes, measured by the outstanding principal amount with respect to each such Note, but only if they simultaneously appoint a replacement Representative.

  • Resignation of Representative A Representative may resign at any time by giving notice to the Company and all of the Holders of the Notes at least thirty (30) days before such resignation is to become effective. Upon the resignation of a Representative, a replacement shall be selected by the affirmative vote of Holders holding a majority of the Notes, measured by outstanding principal amount. If such Holders have not selected a replacement Representative within sixty (60) days following the effective date of the resignation, then Portal may, at any time, by giving notice to the Company and all of the Holders, designate a replacement Representative who shall not be related to or affiliated with Portal or the Company.

  • Staff Representatives A. The Union will provide the Employer with a written list of staff representatives and the bargaining unit for which they are responsible. The Union will provide written notice to the Employer of any changes within thirty (30) calendar days of the changes. B. Staff representatives may have access to the Employer’s offices or facilities to carry out representational activities. The representatives will notify the Employer prior to their arrival and will not interrupt the normal operations of the Employer. The staff representative may meet with bargaining unit employees in non-work areas during the employee’s meal periods, rest periods, and before and after the employee’s shift. C. The Employer’s written Board of Trustee or administrative policies pertaining to employees represented by the Union will be made available to staff representatives.

  • Rights of Representation A grievant may be represented at all stages of the grievance by an Association representative(s).

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