Common use of Members’ Representative Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pivotal Group Inc.)

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Members’ Representative. The Members hereby irrevocably designate and appoint P.X. Xxxxxx Xxxx Xxxxxxxx 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 ANUTRA DE hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (Anutra Corp)

Members’ Representative. The Members hereby irrevocably designate and appoint P.X. Xxxxxx Jxxx Xxxxxxx 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 AMS DE hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (Aviation Mining Solutions, Inc.)

Members’ Representative. The Members hereby irrevocably designate and appoint P.X. Dxxxx 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 First Rate (Delaware) hereunder.

Appears in 1 contract

Samples: Merger Agreement (FIRST RATE STAFFING Corp)

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Members’ Representative. The Members hereby irrevocably designate and appoint P.X. Xxxxxx Xxxx Xxxxxxxx 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 CANNASSIST hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (CannAssist International Corp)

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