Investor Representative Sample Clauses

Investor Representative. (a) The Parties hereby agree that W-net Fund I, L.P. shall be the Investor Representative. Except as set forth herein, the Investor Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid by PHI. (b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the obligations required to be performed by the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume any, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, and (ii) the Investor Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out of, or in connection with, the acceptance or administration of the Investor Representative’s duties hereunder, including the fees and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representative. The Investor Representative will be entitled to the advancement and reimbursement by PHI of costs and expenses incurred by, or on behalf of, the Investor Representative in the performance of its duties hereunder, including the fees and expenses of any legal counsel.

Investor Representative. (1) The Investor appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as its representative (together with any other representative appointed in accordance with the provisions of this Agreement, the “Investor Representative”) in its name and on its behalf: (a) with respect to all matters relating to this Agreement, including exercising any rights of the Investor under this Agreement, executing and delivering any amendment, restatement, supplement or modification to or of this Agreement and any waiver of any claim or right arising out of this Agreement; and (b) in general, to do all other things and to perform all other acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable in connection with, this Agreement. (2) The Investor grants ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a power of attorney constituting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with full power of substitution, as its true and lawful attorney to act on behalf of the Investor with full power and authority in its name, place and stead, and to execute, under seal or otherwise, swear to, acknowledge, deliver, make or file or record when, as and where required, any instrument, deed, resolution, agreement or document in connection with carrying out the activities of the Corporation. (3) The Corporation will be entitled to rely upon any document or other instrument delivered by the Investor Representative as being authorized or directed to be delivered by the Investors, and the Corporation not be liable to the Investor for any action taken or omitted to be taken by the Corporation based on such reliance. (4) The Investor shall be entitled to replace the Investor Representative from time to time by delivering a written notice to the Corporation signed by the Investor that is then a Party to this Agreement.

Investor Representative. Each Investor Party hereby consents to and authorizes (a) the appointment of the Investor as the Investor Representative hereunder (the “Investor Representative”) and as the attorney-in-fact for and on behalf of such Investor Party, and (b) the taking by the Investor Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the Transactions, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Investor Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Transactions. Each Investor Party shall be bound by the actions taken by the Investor Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Investor Representative. If the Investor Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Investor Parties shall appoint a new Investor Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series A Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series A Preferred Stock beneficially owned by the Investor or Investor Parties that are successors or assigns of the Investor by sending notice and a copy of the duly executed written consent appointing such new Investor Representative to the Company.

Investor Representative. All decisions, actions, consents, waivers and instructions under this Agreement by the Investor Representative shall be binding upon all of the Investors, and no Investor shall have the right to object to, dissent from, protest or otherwise contest the same. Office Depot and OfficeMax shall be entitled to rely on any decision, action, consent, waiver or instruction of the Investor Representative as being the decision, action, consent or instruction of the Investors, and Office Depot and OfficeMax are hereby relieved from any liability to any Investor for acts done by them in accordance with any such decision, act, consent, waiver or instruction.

Investor Representative. The Investors hereby designate ▇▇▇▇▇▇▇▇▇ A/L Chellarorai to serve as the investor representative (the "Investor Representative"). The Investors agree that: (i) the instructions of the Investor Representative to the Company and the acts or omissions of the Investor Representative shall be conclusively deemed to be the instructions, acts or omissions of all of the Investors, and that the Company shall be entitled to rely on such instructions, acts or omissions as if such instructions, actions or omissions were received from or performed or omitted to be performed by all of the Investors; and (ii) all notice and items delivered to the Investor Representative shall be conclusively deemed delivered to all of the Investors.

Investor Representative. Each Investor hereby appoints and constitutes Commonwealth Associates, L.P. as its “Investor Representative” to exercise the powers on behalf of such Investor set forth in this Section 6.1, and Commonwealth Associates, L.P. hereby accepts such appointment. In the event of the dissolution, resignation or inability to act of Commonwealth Associates, L.P., a majority-in-interest of the Investors shall appoint a replacement Investor Representative on behalf of all Investors with all the powers of its, his or her predecessor. Each Investor, by execution of this Agreement, hereby constitutes and appoints Investor Representative its, his or her true and lawful attorney in fact, with full power in its, his or her name and it, his or her behalf: (i) to act on behalf of such Investor in connection with the obligations of the Investor Representative set forth in the Escrow Agreement and to instruct the Escrow Agent to disburse funds and to deliver fully executed documents to the Company at the First Closing, Second Closing and any Interim Closing, (ii) to give and receive notices on behalf of the Investor with respect to the foregoing, and (iii) in general, to do all things and to perform all acts, including, without limitation, executing and delivering the Escrow Agreement and other agreements, certificates, receipts, instructions and other instruments contemplated or deemed advisable in connection with the Escrow Agreement. This power of attorney, and all authority hereby conferred, is granted in consideration of the mutual covenants and agreements made herein and shall be irrevocable and shall not be terminated by any act of any Investor or by operation of law, whether by merger, dissolution or liquidation of any Investor, by the death or incapacity of any Investor or by the occurrence of any other event. All action taken by the Investor Representative hereunder shall be final and binding upon each Investor. Each Investor agrees, jointly and severally, to hold Investor Representative free and harmless from any and all loss, damage or liability that they or any one of them, may sustain as a result of any action taken in good faith by Investor Representative hereunder.

Investor Representative. The Investors hereby designate Tan Hong Hui to serve as the investor representative (the “Investor Representative”). The Investors agree that: (i) the instructions of the Investor Representative to the Company and the acts or omissions of the Investor Representative shall be conclusively deemed to be the instructions, acts or omissions of all of the Investors, and that the Company shall be entitled to rely on such instructions, acts or omissions as if such instructions, actions or omissions were received from or performed or omitted to be performed by all of the Investors; and (ii) all notice and items delivered to the Investor Representative shall be conclusively deemed delivered to all of the Investors.

Investor Representative. (1) The Investor appoints · as its representative (together with any other representative appointed in accordance with the provisions of this Agreement, the “Investor Representative”) in its name and on its behalf: (a) with respect to all matters relating to this Agreement, including exercising any rights of the Investor under this Agreement, executing and delivering any amendment, restatement, supplement or modification to or of this Agreement and any waiver of any claim or right arising out of this Agreement; and (b) in general, to do all other things and to perform all other acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable in connection with, this Agreement. (2) The Investor grants · a power of attorney constituting · with full power of substitution, as its true and lawful attorney to act on behalf of the Investor with full power and authority in its name, place and stead, and to execute, under seal or otherwise, swear to, acknowledge, deliver, make or file or record when, as and where required, any instrument, deed, resolution, agreement or document in connection with carrying out the activities of the Corporation. (3) The Corporation will be entitled to rely upon any document or other instrument delivered by the Investor Representative as being authorized or directed to be delivered by the Investors, and the Corporation not be liable to the Investor for any action taken or omitted to be taken by the Corporation based on such reliance. (4) The Investor shall be entitled to replace the Investor Representative from time to time by delivering a written notice to the Corporation signed by the Investor that is then a Party to this Agreement.

Investor Representative. Each Investor hereby irrevocably appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as its attorney-in-fact and representative (the “Investor Representative”), in such Investor’s place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each Investor, upon any action taken by the Investor Representative or upon any document, notice, instruction, or other writing given or executed by the Investor Representative. (Signature page follows)