Common use of JWC Representative Clause in Contracts

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. Xxxxx, with full power of substitution (the "JWC Representative") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; provided that written notice thereof is given by the successor JWC Representative to the Company, the Management Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxJohn W. Childs and Adam L. Suttin, with full and each of them acting singly, wixx xxxx power of substitution suxxxxxxxxxx (the xxe "JWC Representative") ), the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Other Holders, the Management Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and ------------------ appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. Xxxxx, with full power of substitution (the "JWC Representative") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; provided that written notice thereof is given by the -------- successor JWC Representative to the Company, the Management Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxSteven Segal and James Rhee (so long as they are employees of J.W. Cxxxxx Xxxxxxates, Xxx. xx xts Affiliates or successor entities), xr either of them, with full power of substitution (the "JWC RepresentativeREPRESENTATIVE") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Borealis Holders, the OMERS Holders the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxXxxxx and Xxxxxx X. Xxx (so long as they are employees of X.X. Childs Associates, Inc. or its Affiliates or successor entities), or either of them, with full power of substitution (the "JWC Representative") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. Xxxxx, with full power of substitution (the "JWC Representative") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; provided that written notice thereof is given by the successor JWC Representative to the Company, the Management Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxXxxxx and Xxxxx Xxxx (so long as they are employees of X.X. Childs Associates, Inc. or its Affiliates or successor entities), or either of them, with full power of substitution (the "JWC RepresentativeREPRESENTATIVE") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Borealis Holders, the OMERS Holders the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxXxxxx and Xxxxxx X. Xxx (so long as they are employees of X.X. Childs Associates, Inc. or its Affiliates or successor entities), or either of them, with full power of substitution (the "JWC Representative") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee of each such Person shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. (a) Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx Xxxx X. XxxxxChilds and Xxxx X. Xxxxxx, and each of them acting singly, with full power of substitution (the "JWC Representative") ), the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Other Holders, the Management Holders and the other JWC Holders. . (b) Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "JWC Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the JWC Equity Partners Agreement as if such JWC Holder were a limited partner under the JWC Equity Partners Agreement.

JWC Representative. Each JWC Equity Partners Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Equity Partners Holder shall be deemed to have so designated and appointed) Xxxxxx each of Xxxx X. XxxxxChilds and Xxxx X. Xxxxxx, acting singly and with full power of substitution (the "JWC Representative") ), the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents Preferred Shares at the time held by the JWC Equity Partners Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Management Preferred Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners AgreementHolders.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxXxxxx and Xxxxxx X. Xxx (so long as they are employees of X.X. Childs Associates, Inc. or its Affiliates or successor entities), or either of them, with full power of substitution (the "JWC RepresentativeREPRESENTATIVE") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Xxxxxx X. XxxxxXxxxx and Xxxxxx X. Xxx (so long as they are employees of X.X. Childs Associates, Inc. or its Affiliates or successor entities), or either of them, with full power of substitution (the "“JWC Representative"”) the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.

JWC Representative. Each JWC Holder hereby designates and appoints (and each Permitted Transferee of each such JWC Holder shall be deemed to have so designated and appointed) Steven G. Segal and Edward D. Yun (so long as they are employees of J.X. Xxxxxx X. XxxxxXxxxxiates, Xxx. xx xxx Affiliates or successor entities), xx either of them, with full power of substitution (the "JWC RepresentativeREPRESENTATIVE") the representative of each such Person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such Person and hereby acknowledges that the JWC Representative shall be the only Person authorized to take any action so required, authorized or contemplated by this Agreement by each such Person. Each such Person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Person. Each such person Person hereby authorizes (and each Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such Person pursuant to this Agreement except for the JWC Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the JWC Representative and are and will be entitled and authorized to give notices only to the JWC Representative for any notice contemplated by this Agreement to be given to any such Person. A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; , provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders. Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of X.X. Childs Equity Partners, L.P. dated as of December 20, 1995 (the "Equity Partners Agreement") including without limitation, the provisions of paragraph 3.07(b) thereof, and further agrees to be bound by the confidentiality provisions set forth in paragraph 14.08 of the Equity Partners Agreement as if such JWC Holder were a limited partner under the Equity Partners Agreement.