Irrevocable Appointment. The appointment of the Representative hereunder is irrevocable and any action taken by the Representative pursuant to the authority granted in this Article X shall be effective and absolutely binding on each Transferor, except for actions taken by the Representative which are in bad faith or grossly negligent.
Irrevocable Appointment. Subject to Section 12.6, the appointment of the Stockholders’ Representative hereunder is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Article XII shall be effective and absolutely binding as the action of the Stockholders’ Representative under this Agreement, the Escrow Agreement and the Paying Agent Agreement.
Irrevocable Appointment. The appointment of the Seller Representative hereunder is irrevocable and any action taken by the Seller Representative pursuant to the authority granted in this Section 9.17 shall be effective and absolutely binding as the action of the Seller Representative under this Agreement.
Irrevocable Appointment. The appointment of the Representative hereunder is irrevocable and any action taken by the Representative pursuant to the authority granted in this Article IX shall be effective and absolutely binding on each Seller notwithstanding any contrary action of, or direction from, a Seller, except for actions taken by the Representative which are in bad faith or grossly negligent. The death or incapacity of a Seller shall not terminate the prior authority and agency of the Representative.
Irrevocable Appointment. Subject to Section 7.5, the appointment of the Shareholder Representative hereunder is irrevocable and any action taken by the Shareholder Representative pursuant to the authority granted in this Section 7.5 shall be effective and absolutely binding as the action of the Shareholder Representative under this Agreement.
Irrevocable Appointment. Subject to Section 2.2(i), the appointment of the Shareholders' Representative hereunder is irrevocable and any action taken by the Shareholders' Representative pursuant to the authority granted in this Section 2.2 shall be effective and absolutely binding on each Holder thereof notwithstanding any contrary action of, or direction from any Holder, except for actions taken by the Shareholders' Representative that constitute willful misconduct.
Irrevocable Appointment. The appointment of the Holders Representative hereunder is irrevocable and any action taken by the Holders Representative pursuant to the authority granted in this Article IX shall be effective and absolutely binding on the Company and each stockholder thereof notwithstanding any contrary action of, or direction from, the Company or any Fully-Diluted Stockholder, except for actions taken by the Holders Representative which are in bad faith.
Irrevocable Appointment. The power of attorney granted in Section 11.01 is (a) coupled with an interest and is irrevocable and (b) shall survive the death, incapacity or incompetency of any of the Stockholders or Optionholders.
Irrevocable Appointment. Each Credit Party agrees that the agency granted to the Credit Party Representative is coupled with an interest and is, therefore, irrevocable without the consent of the Credit Party Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Credit Party. All decisions and actions by the Credit Party Representative (to the extent authorized by this Agreement) shall be binding upon all of the Credit Parties, and no Credit Party shall have the right to object, dissent, protest or otherwise contest the same. Parent, Merger Sub and any other Person may conclusively and absolutely rely (without inquiry or further evidence of any kind whatsoever) upon any decision, act, consent or instruction of the Credit Party Representative on behalf of all Credit Parties relating to this Agreement or the other transaction documents as being the decision, act, consent or instruction of such Credit Parties, and on any document or instrument executed or delivered by the Credit Party Representative on behalf of any or all of the Credit Parties relating to this Agreement or the other transaction documents as having been executed or delivered by such Credit Parties.
Irrevocable Appointment. The appointment of the Representative hereunder is irrevocable and any action taken by the Representative pursuant to the authority granted in this ARTICLE XI shall be effective and absolutely binding on each Indemnifying Stockholder notwithstanding any contrary action of, or direction from, an Indemnifying Stockholder, except for actions taken by the Representative which are in bad faith or grossly negligent. The death, incapacity or dissolution of a Indemnifying Stockholder shall not terminate the prior authority and agency of the Representative.
