Common use of Irrevocable Appointment Clause in Contracts

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. 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 Shareholder notwithstanding any contrary action of, or direction from, a SellerShareholder, except for actions taken by the Representative which are in bad faith or grossly negligent. The death or incapacity of a Seller Shareholder shall not terminate the prior authority and agency of the Representative.

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 SellerSelling Member, 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. The appointment of the Representative hereunder is irrevocable (subject to Section 12.4) and any action taken by the Representative pursuant to the authority granted in this Article IX XII shall be effective and absolutely binding on each Seller the Merger Consideration Recipients notwithstanding any contrary action of, or direction from, a Sellerthe Company, 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. The appointment of the Representative hereunder is irrevocable and any action taken by the Representative pursuant to the authority granted in this Article IX XII 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 constitute willful misconduct or 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.