Powers of Representative Clause Samples
Powers of Representative. A Safety and Health representative:
a. shall receive, consider and expeditiously dispose of complaints relating to the safety and health of the employees represented by the representative;
b. shall participate in all inquiries and investigations pertaining to occupational safety and health including such consultations as may be necessary with persons who are professionally or technically qualified to advise the representative on such matters;
c. shall monitor on a regular basis, programs, measures and procedures related to the safety and health of employees;
d. shall ensure that adequate records are kept on work accidents, injuries and health hazards and shall monitor data relating to such accidents, injuries and hazards on a regular basis;
e. may request from the Employer such information as the representative considers necessary to identify existing or potential hazards with respect to materials, processes or equipment in the work place; and
f. shall have full access to all Government and Employer reports relating to safety and health of the employees represented by the representative but shall not have access to the medical records of any person except with the consent of that person.
Powers of Representative. (i) Representative shall have and may exercise all of the powers conferred upon him or her pursuant to this Agreement, which shall include:
(A) After the Closing, the power and authority to negotiate and resolve with the Parent Indemnified Persons the determination of the Adjustment Amount, the Deferred Payments, Change in Control Payments and any other Transaction Expenses, and the Merger Consideration;
(B) The power to execute any agreement or instrument in connection with the transactions contemplated hereby for and on behalf of the Indemnitors;
(C) The power to give or receive any notice or instruction permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Indemnitor, and each of them (other than notice for service of process relating to any Action before a court or other tribunal of competent jurisdiction , as applicable), and to take any and all action for and on behalf of Indemnitors, and each of them, under this Agreement or any other such agreement, document or instrument;
(D) The power to authorize payment to any Parent Indemnified Person from the applicable Indemnification Pool, in satisfaction of any Indemnification Claims, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, resolve any Indemnification Claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnitor or necessary in the judgment of Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement;
(E) The power to consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnitors;
(F) The power to review, negotiate and agree to and authorize any set-offs set forth in Section 7.2(g) or otherwise in satisfaction of any payment obligation, in each case, on behalf of the Indemnitors, as contemplated thereunder;
(G) The power to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnitors (other than the payment of the portion of the Merger Consideration that is payable or otherw...
Powers of Representative. The powers of the Representative shall include (but not be limited to) the right and entitlement to: - exercise and waive all and any rights relating to the represented Share Tokens and hereby in particular exercise any voting rights or exercise or waive any pre-emptive subscription rights pertaining to the represented Share Tokens; - exercise or waive any and all rights under this Common SHA and hereby in particular any rights in connection with the drag-along of the Common SHA or; - enter into, amend and/or terminate the Common SHA and any ancillary documents referred to in the Common SHA to the extent permitted herethereunder; - participate in negotiations with respect to a drag-along event as per this Common SHA, (it being understood that no other Minority Shareholder other than the Representative shall contact or interact with a third party offeror or Shareholders that do not qualify as Minority Shareholders in that respect); - confer all authorities, powers and rights which a holder of Share Tokens may generally exercise in its capacity as a Shareholder. Prior to exercising any rights and entitlements, the Representative shall collect the majority opinion of all Minority Shareholders and act accordingly. Upon reception of the voting instruction request, Minority Shareholders shall have 7 calendar days to reply, or else be deemed non-participating to a vote, which shall not in any way curtail the powers of the Representative with regard to those Shares represented. The Minority Shareholders hereby agree that they shall neither directly nor indirectly assert any claims against the Representative and waive any such claims in connection with any actions or omissions of the Representative as per this Section 8.1.2.
Powers of Representative. Subject to the Constating Documents and applicable law, Pan Asia’s Representative shall have the powers and duties to implement and undertake the matters described in Section 9.2.