Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:
(i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and
(ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05.
(b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such.
(c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.
Members’ Representative. For purposes of this Agreement, the DLJ Members hereby consent to the appointment of DLJMB, as representative of the DLJ Members (the “Members Representative”), and as attorney-in-fact for and on behalf of the DLJ Members, and, subject to the express limitations set forth below, the taking by the Members Representative of any and all actions and the making of any decisions required or permitted to be taken by the DLJ Members under this Agreement. The Members Representative will have unlimited authority and power to act on behalf of the DLJ Members with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement so long as all DLJ Members are treated in the same manner. The DLJ Members will be bound by all actions taken by the Members Representative in connection with this Agreement. In performing its functions hereunder, the Members Representative will not be liable to the DLJ Members in the absence of gross negligence or willful misconduct.
Members’ Representative. Each Member which is not an individual will designate one or more individuals to act as such Member's duly authorized representative and agent for purposes of exercising such Member's vote on any matter involving the Company requiring the approval or action of the Members. Each Member which is not an individual may also designate one or more individuals as an alternate in the event that the primary representative is unavailable to act for any reason. A Member may change any such designation at any time upon similar notice. The representatives of a Member will cast the vote of each Member in accordance with such Member's Ownership Interest, as provided in this Article.
Members’ Representative. The Members hereby irrevocably designate and appoint P.X. Xxxxxx as their agent and attorney in fact ("Members' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Members hereunder or increase the extent of their obligation to indemnify Pivotal hereunder.
Members’ Representative. Each Member who is not an individual shall designate by Notice to the Company one individual representative (and an alternate for such representative) who will represent such Member for purposes of giving approvals or consenting to any proposed action requiring the approval or consent of the Members. Each Member may, from time to time, change the individuals designated by it as its representative or its alternate but only upon Notice given to the Company. Each such Member hereby represents that its representative or, if such representative is absent or unavailable, its alternate, is or shall be authorized to provide any approval or consent which may be required or requested hereunder from such Member and the Company and the other Member(s) may rely conclusively upon the signature and authority of such representative or alternate to deliver or grant such approval or consent without determining that such representative or alternate is acting with the consent or approval of such Member, or its board of directors or shareholders or other governing body.
Members’ Representative. Xxxxxxx X. Xxxxxxxxxx is hereby constituted to act as the agent, proxy, attorney-in-fact and representative for the Members and their successors and assigns for all purposes under this Agreement (the “Member Representative”), and the Member Representative, by his signature below, agrees to serve in such capacity. The Member Representative shall have the power and authority to take such actions on behalf of each Member as the Member Representative, in his sole judgment, may deem to be in the best interests of the Members or otherwise appropriate on all matters related to or arising from this Agreement or any other Member Ancillary Document. Such powers shall include (a) executing and delivering any Member Ancillary Document, and any and all supplements, amendments, waivers or modifications thereto; (b) giving and receiving notices and other communications relating to this Agreement, the other Member Ancillary Documents and the transactions contemplated hereby and thereby; (c) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in Article 9, the other Member Ancillary Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the other Member Ancillary Documents; and (d) taking all actions necessary or appropriate in connection with any disputes regarding the Working Capital Statement or the Earn-Out Payment or any calculation hereunder. The power of attorney appointing the Member Representative as attorney-in-fact is coupled with an interest and the death or incapacity of any Member shall not terminate or diminish the authority and agency of the Member Representative.
Members’ Representative. (a) Longhorn Members Representative, LLC, a North Carolina limited liability company having Xxxxxx Xxxx as its sole member and manager (the “Members’ Representative”), shall be constituted and appointed as agent for and on behalf of each Company Member, and the true and lawful attorney in fact of each Company Member, with full power and authority in each of the Company Member’s names, to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of the Company Members, amendments, consents and waivers under the Merger Agreement pursuant to the terms set forth in the Merger Agreement, to make and receive payments on behalf of the Company Members pursuant to the terms set forth in the Merger Agreement, to take such other actions as authorized by the Merger Agreement, including actions in connection with the determination of the Closing Date Net Working Capital Amount (as defined in the Merger Agreement) and the Final Adjustment Amount (as defined in the Merger Agreement) pursuant to Section 2.3 of the Merger Agreement and the defense and/or settlement of any indemnification claims of any Emdeon Indemnified Person pursuant to Article VII of the Merger Agreement, to take all actions authorized by the Escrow Agreement (as defined in the Merger Agreement), including defending or settling any claims thereunder and releasing and transferring any of the Escrowed Consideration (as defined in the Merger Agreement) to the Emdeon Entities in accordance with the terms set forth therein, and all actions necessary or appropriate in the judgment of the Members’ Representative for the accomplishment of the foregoing. Such agency may be changed by a vote or written consent by the holders of a majority of the voting Company Units as of the Closing Date (as defined in the Merger Agreement), voting in the same manner as would have been voted in accordance with the organizational documents of the Company as in effect immediately prior to the Closing Date (the “Majority Holders”), from time to time upon not less than ten (10) days’ prior written notice to the Emdeon Entities. If at any time Xxxxxx Xxxx ceases for any reason to be either the sole manager or the sole member of the Members’ Representative, the Majority Holders shall choose another Company Member to act as the Members’ Representative under the Merger Agreement. The Company Indemnified Persons may not make a claim for indemnity against the Emdeon Entities pursuant to the Merger Agree...
Members’ Representative. The Members shall have designated one ----------------------- of them as the Members' Representative (as defined) hereunder.
Members’ Representative. 3.1. The parties acknowledge that, pursuant to the Membership Interest Purchase Agreement, the Members’ Representative is authorized to act as the agent and attorney-in-fact on behalf of all of the Members in all matters necessary to carry out the terms and conditions of this Agreement.
3.2. The Members’ Representative represents and warrants to the Escrow Agent that he has the irrevocable right, power and authority with respect to all of the Members (a) to give and receive directions and notices hereunder, (b) to make all determinations that may be required or that he deems appropriate under this Agreement, and (c) to execute and deliver all documents that may be required or that he deems appropriate under this Agreement. The Escrow Agent may act upon the directions, instructions and notices of the Members’ Representative named above and thereafter upon the directions and instructions of the successor Members’ Representative named in a writing executed by a majority-in-interest of the Members (pursuant to the provisions of Section 2.6 of the Membership Interest Purchase Agreement) filed with the Escrow Agent.
Members’ Representative. 2.14.1 Each Member hereby irrevocably appoints and authorizes L. Xxxxx Xxxxxx and Xxxxx X. Xxxxx, acting jointly, to act as its representatives (the "Members' Representative"). So long as two individuals serve jointly as the Members' Representative, any action approved by both individuals shall be the action of the Members' Representative. In the event of the death, incapacity or refusal to serve (i) of either Messrs. Vickar or Xxxxx, then the other shall be the sole Members' Representative or (ii) of both Messrs. Vickar and Xxxxx, then a majority of the Members (based on their fully-diluted percentage interests, or rights to acquire such interests, in the Company immediately prior to the Closing) shall appoint a successor Members' Representative, which appointment shall be subject to the consent (not to be unreasonably withheld) of Allied Capital Corporation ("Allied"). The Members' Representative is hereby granted full authority, in its sole discretion, on behalf of all of the Members to (i) oversee the preparation and completion of all matters and execution of all documents for Closing and post-Closing as contemplated herein (including, without limitation, the Escrow Agreement), (ii) collect the Purchase Price (including funds released from the Escrow from time to time) and use such funds to (A) settle and pay the selling expenses of the Company, (B) pay any required tax make-up payment to Allied Capital Corporation, (C) fund the Incentive Bonus Plan, (D) pay any required taxes or tax withholding, and, thereafter, (E) distribute the net proceeds to the Members pro rata in accordance with the Allocation Schedule, provided that the ratable share of the Purchase Price payable to Allied after giving effect to the adjustments in clauses (A) through (D) above shall be paid directly to Allied, unless Allied consents otherwise in writing, (iii) negotiate, defend, pursue, settle and pay (from the Escrow only) any indemnification claims, and (iv) take any other action that may be necessary or desirable on behalf of the Members in connection with this Agreement, provided that such action affects the Members ratably, unless each Member affected by more than its ratable share consents otherwise in writing. By each Member's execution of this Agreement it shall irrevocably make, constitute and appoint the Members Representative as such Member's attorney-in-fact and authorizes and empowers the Members' Representative to act with the foregoing authority (provided that t...
