Extent and Survival of Authority. The appointment of the Administrator is an agency coupled with an interest and is irrevocable and any action taken by the Administrator pursuant to the authority granted in this Section 8(p) shall be effective and absolutely binding on each Family Member notwithstanding any contrary action of or direction from such Family Member, except for actions or omissions of the Administrator constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Family Member shall not terminate the authority and agency of the Administrator.
Extent and Survival of Authority. The appointment of the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Section 11.1 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder, except for actions or omissions of the Stockholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Stockholders’ Representative. Buyer and any other party to an Ancillary Document in dealing with the Stockholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders’ Representative as the act of the Stockholder.
Extent and Survival of Authority. The appointment of the Securityholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Securityholders’ Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding on each Securityholder notwithstanding any contrary action of or direction from such Securityholder, except for actions or omissions of the Securityholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Securityholder shall not terminate the authority and agency of the Securityholders’ Representative. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Securityholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Securityholders’ Representative as the act of the Securityholders.
Extent and Survival of Authority. The appointment of the Stockholder Representatives is an agency coupled with an interest and is irrevocable and any action taken by a Stockholder Representative pursuant to the authority granted in this Section 15 shall be effective and absolutely binding on the Company Stockholders notwithstanding any contrary action of or direction from the Company Stockholders, except for actions or omissions of the Stockholder Representatives constituting willful misconduct or gross negligence.
Extent and Survival of Authority. The appointment of the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Stockholders’ Representative. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Stockholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders’ Representative as the act of the Stockholders.
Extent and Survival of Authority. The appointment of the Sellers’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Sellers’ Representative pursuant to the authority granted in this Section 7.4 shall be effective and absolutely binding on the Seller and each Owner notwithstanding any contrary action of or direction from the Seller or such Owner, except for actions or omissions of the Sellers’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of the Seller or any Owner shall not terminate the authority and agency of the Sellers’ Representative. The Buyer and any other party to a Transaction Document in dealing with the Sellers’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Sellers’ Representative as the act of the Seller and the Owners.
Extent and Survival of Authority. The appointment of the ------ --- ------- -- --------- Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Article XII or under the Escrow Agreement shall be effective and absolutely binding on each Former Stockholder notwithstanding any contrary action of or direction from such Former Stockholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death, incapacity, dissolution or other termination of existence, of any Former Stockholder shall not terminate or limit the authority and agency of the Representative.
Extent and Survival of Authority. The appointment of the Holders Representative is intended to be an agency coupled with an interest and is irrevocable and any action taken by the Holders Representative pursuant to the authority granted in this Section 3.7 or under the Escrow Agreement shall be effective and absolutely binding on each Participating Holder notwithstanding any contrary action of or direction from such Participating Holder, except for actions or omissions of the Holders Representative constituting willful misconduct or gross * Confidential Treatment Requested. Omitted portions filed with the Commission. negligence. The death or incapacity, or dissolution or other termination of existence, of any Participating Holder shall not terminate the authority and agency of the Holders Representative. By virtue of the adoption of this Agreement and the approval of the Merger by the shareholders of the Company, each Participating Holder (regardless of whether or not such Participating Holder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby agrees to the provisions of this Agreement, including, without limitation, the provisions of this Section 3.7 and Article 9 hereof.
Extent and Survival of Authority. The appointment of the Equityholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Equityholders’ Representative pursuant to the authority granted in this Section 11.16 shall be effective and absolutely binding on each Equityholder notwithstanding any contrary action of or direction from such Equityholder, except for actions or omissions of the Equityholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Equityholder shall not terminate the authority and agency of the Equityholders’ Representative. Buyer, Merger Sub and any other party to an Ancillary Document in dealing with the Equityholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Equityholders’ Representative as the act of the Equityholder.
Extent and Survival of Authority. The appointment of the Shareholder Representative is an agency coupled with an interest and is irrevocable, and any action properly taken by the Shareholder Representative pursuant to the authority granted in this Section 3.1 or under the Cash Escrow Agreement shall be binding on each of the Effective Time Company Shareholders and the holders of Stock Options, notwithstanding any contrary action of or direction from such Effective Time Company Shareholders or holders of Stock Options. Notwithstanding anything to the contrary set forth in this Agreement, as between Parent or Parent Americas on the one hand, and the Shareholder Representative, the Effective Time Company Shareholders and the holders of Stock Options, on the other hand, it is expressly agreed that the Shareholder Representative shall have the full right and authority to act on behalf of and bind all of the Effective Time Company Shareholders and all of the holders of Stock Options to the extent and as to the matters specified herein, and Parent, Parent Americas and Escrow Agent shall be permitted to rely on any notice, decision or other action taken by (or omitted by) the Shareholder Representative in connection with this Agreement, the Merger and the transactions contemplated hereby, including, without limitation, any of the foregoing under this Section 3.1 and Parent, Parent Americas and Escrow Agent shall have no liability whatsoever to any Effective Time Company Shareholder or any holder of a Stock Option in taking any action (or omitting to take any action) in reasonable reliance on any notice, decision or other action taken or omitted by the Shareholder Representative.
