Common use of Purchaser Representative Clause in Contracts

Purchaser Representative. Each Purchaser Party hereby consents to and authorizes (a) the appointment of BTO Freeze Parent L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series C Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Purchaser Representative. Each Purchaser Party hereby consents (i) By virtue of the execution of this Agreement by each Purchaser, each of the Purchasers shall be deemed to have agreed to appoint W-Net as its agent and authorizes (a) the appointment of BTO Freeze Parent L.P. attorney-in-fact, as the Purchaser Representative hereunder purchaser representative (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser PartyPurchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and (b) the taking by the Purchaser Representative comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and all actions compromises of, and the making comply with orders of any decisions required or permitted by, or courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement and or the transactions contemplated hereby, including and to take all other actions that are either (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Purchasers from time to time upon not less than thirty (30) days prior written notice to the Company; provided, however, that the Purchaser Representative may not be removed unless Purchasers holding at least two-thirds (2/3) of the outstanding principal amount of the Notes agree to such removal and to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any other termsreason, conditions may be filled by the recipients of a majority in interest of the outstanding principal amount of the Notes. No bond shall be required of the Purchaser Representative, and limitations the Purchaser Representative shall not receive any compensation for its services. Notices or communications to or from the Purchaser Representative shall constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as Purchaser Representative while acting (i) in good faith or (ii) with the consent of the holders of a majority in interest of the outstanding principal amount of the Notes. The Purchasers shall indemnify the Purchaser Representative and hold the Purchaser Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Purchaser Representative and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel, accountant or other professional advisor retained by the Purchaser Representative. The Purchaser Representative will be entitled to the advancement and reimbursement by the Purchasers of costs and expenses incurred by or on behalf of the Purchaser Representative in the performance of its duties hereunder, including the reasonable fees and expenses of any legal counsel. A decision, act, consent or instruction of the Purchaser Representative, including but not limited to an amendment, extension or waiver of this Agreement Agreement, shall constitute a decision of the Purchasers and shall be final, binding and conclusive upon the Purchasers; and the transactions contemplated hereby. Each Company may rely upon any such decision, act, consent or instruction of the Purchaser Party shall Representative as being the decision, act, consent or instruction of the Purchasers. (iii) In furtherance of the Purchasers’ obligations to pay any First Additional Funding Amount or Milestone Payment, each Purchaser agrees to pay and be bound responsible for such Purchaser’s pro rata portion (based upon the portion of Notes previously subscribed for by the actions taken such Purchaser) of any expenses or other costs incurred by the Purchaser Representative exercising in the rights granted course of performing the role of Purchaser Representative under this Agreement ("Purchaser Rep Expenses"). From time to it time as such Purchaser Rep Expenses are incurred or are reasonably anticipated to be incurred, the Purchaser Representative may submit invoices therefor to each of the Purchasers with a calculation of the amount owed by this Agreementeach Purchaser based on their respective pro rata portions thereof. Within 30 days after delivery of each such invoice, and each Purchaser shall pay to the Company Purchaser Representative such Purchaser’s pro rata portion of such invoiced amount. All such invoiced amounts shall be entitled deemed to rely on be valid and reimbursable unless (i) the amount of such Purchaser Rep Expenses are manifestly incorrect or (ii) the nature of such invoiced amounts are clearly unrelated to any such action or decision reasonable activities of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series C Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Companyunder this Agreement.

Purchaser Representative. Each Purchaser Party hereby consents to and authorizes (a) the appointment of BTO Freeze Parent L.P. ClearSky Security Fund I LLC as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series C A Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C A Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser Purchasers by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Purchaser Representative. Each Purchaser Party hereby consents (i) By virtue of the execution of this Agreement by each Purchaser, each of the Purchasers shall be deemed to have agreed to appoint W-Net as its agent and authorizes (a) the appointment of BTO Freeze Parent L.P. attorney-in-fact, as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser PartyPurchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and (b) the taking by the Purchaser Representative comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and all actions compromises of, and the making comply with orders of any decisions required or permitted by, or courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement and or the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of or (B) specifically mandated by the other terms, conditions and limitations terms of this Agreement and the transactions contemplated herebyAgreement. Each Purchaser Party shall Such agency may be bound changed by the actions taken by Purchasers from time to time upon not less than thirty (30) days’ prior written notice to the Company; provided, however, that the Purchaser Representative exercising may not be removed unless Purchasers holding at least two-thirds (2/3) of the rights granted outstanding principal amount of the Notes agree to it such removal and to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any other reason, may be filled by this Agreement, and the Company recipients of a majority in interest of the outstanding principal amount of the Notes. No bond shall be entitled to rely on any such action or decision required of the Purchaser Representative. If , and the Purchaser Representative shall resign not receive any compensation for its services. Notices or otherwise be unable communications to fulfill its responsibilities hereunder, or from the Purchaser Parties Representative shall appoint a new constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as soon as reasonably practicable by written Purchaser Representative while acting (A) in good faith or (B) with the consent of the holders of a majority in interest of the then outstanding Series C Preferred Stock and/or shares principal amount of Common Stock that were issued upon conversion the Notes. The Purchasers shall indemnify the Purchaser Representative and hold the Purchaser Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of shares the Purchaser Representative and arising out of, or in connection with, the acceptance or administration of Series C Preferred Stock beneficially owned the Purchaser Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel, accountant or other professional advisor retained by the Purchaser Representative. The Purchaser Representative will be entitled to the advancement and reimbursement by the Purchasers of costs and expenses incurred by, or on behalf of, the Purchaser Parties that are successors Representative in the performance of its duties hereunder, including the reasonable fees and expenses of any legal counsel. A decision, act, consent or assigns instruction of the Purchaser by sending notice and Representative, including, but not limited to, an amendment, extension or waiver of this Agreement, shall constitute a copy decision of the duly executed written Purchasers and shall be final, binding and conclusive upon the Purchasers; and the Company may rely upon any such decision, act, consent appointing such new or instruction of the Purchaser Representative to as being the Companydecision, act, consent or instruction of the Purchasers.

Purchaser Representative. Each Purchaser Party hereby consents to irrevocably appoints Henry Sweetbaum as agent and authorizes (a) the appointment of BTO Freeze Parent L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact (the "PURCHASER REPRESENXXXXXX") xxx xxch such Purchaser, for and on behalf of the Purchaser PartyPurchasers, to give and receive notices and communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of this Agreement, comply with orders of courts and awards of arbitrators with respect to such any claims under this Agreement, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all foregoing. Each of the other terms, conditions Purchasers acknowledges and limitations agrees that this appointment and power of attorney is irrevocable during the term of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall is coupled with an interest; provided, however, that such agency may be bound changed by the actions taken by Purchasers from time to time upon not less than five (5) days prior written notice to Company; provided, further, that the Purchaser Representative exercising may not be removed unless Purchasers that are allocated two-thirds of the rights granted Shares to it be acquired hereunder agree to such removal and to the identity of the substituted Purchaser Representative. Any vacancy in the position of Purchaser Representative may be filled by this Agreement, and approval of the Company holders of a majority in interest of the Shares to be acquired hereunder. No bond shall be entitled to rely on any such action or decision required of the Purchaser Representative. If , and the Purchaser Representative shall resign not receive compensation for his services other than compensation (if any) paid to Purchaser Representative by the Purchasers which the Purchasers have separately agreed to provide to Purchaser Representative. Notices or otherwise be unable communications to fulfill its responsibilities hereunder, or from the Purchaser Parties Representative shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority constitute notice to or from each of the then outstanding Series C Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the CompanyPurchasers.

Purchaser Representative. Each Purchaser Party hereby consents (i) By virtue of the execution of this Agreement by each Purchaser, each of the Purchasers shall be deemed to have agreed to appoint GreenTech Automotive, Inc. as its agent and authorizes (a) the appointment of BTO Freeze Parent L.P. attorney-in-fact, as the Purchaser Representative hereunder purchaser representative (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser PartyPurchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and (b) the taking by the Purchaser Representative comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and all actions compromises of, and the making comply with orders of any decisions required or permitted by, or courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement and or the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of or (B) specifically mandated by the other terms, conditions and limitations terms of this Agreement and the transactions contemplated herebyAgreement. Each Purchaser Party shall Such agency may be bound changed by the actions taken by Purchasers from time to time upon not less than thirty (30) days prior written notice to the Company; provided, however, that the Purchaser Representative exercising may not be removed unless Purchasers holding at least two-thirds (2/3) of the rights granted outstanding principal amount of the Notes agree to it such removal and to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any other reason, may be filled by this Agreement, and the Company recipients of a majority in interest of the outstanding principal amount of the Notes. No bond shall be entitled to rely on any such action or decision required of the Purchaser Representative. If , and the Purchaser Representative shall resign not receive any compensation for its services. Notices or otherwise be unable communications to fulfill its responsibilities hereunder, or from the Purchaser Parties Representative shall appoint a new constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as soon as reasonably practicable by written Purchaser Representative while acting (A) in good faith or (B) with the consent of the holders of a majority in interest of the then outstanding Series C Preferred Stock and/or shares principal amount of Common Stock that were issued upon conversion of shares of Series C Preferred Stock beneficially owned by the Purchaser Notes.. A decision, act, consent or Purchaser Parties that are successors or assigns instruction of the Purchaser by sending notice and Representative, including, but not limited to, an amendment, extension or waiver of this Agreement, shall constitute a copy decision of the duly executed written Purchasers and shall be final, binding and conclusive upon the Purchasers; and the Company may rely upon any such decision, act, consent appointing such new or instruction of the Purchaser Representative to as being the Companydecision, act, consent or instruction of the Purchasers.

Purchaser Representative. Each Purchaser Party hereby consents to irrevocably appoints Henry Sweetbaum as agent and authorizes (a) the appointment of BTO Freeze Parent L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact (the "PURCHASER REPRESEXXXXXXX") xxx xach such Purchaser, for and on behalf of the Purchaser PartyPurchasers, to give and receive notices and communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of this Agreement, comply with orders of courts and awards of arbitrators with respect to such any claims under this Agreement, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all foregoing. Each of the other terms, conditions Purchasers acknowledges and limitations agrees that this appointment and power of attorney is irrevocable during the term of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall is coupled with an interest; provided, however, that such agency may be bound changed by the actions taken by Purchasers from time to time upon not less than five (5) days prior written notice to Company; provided, further, that the Purchaser Representative exercising may not be removed unless Purchasers that are allocated two-thirds of the rights granted Shares to it be acquired hereunder agree to such removal and to the identity of the substituted Purchaser Representative. Any vacancy in the position of Purchaser Representative may be filled by this Agreement, and approval of the Company holders of a majority in interest of the Shares to be acquired hereunder. No bond shall be entitled to rely on any such action or decision required of the Purchaser Representative. If , and the Purchaser Representative shall resign not receive compensation for his services other than compensation (if any) paid to Purchaser Representative by the Purchasers which the Purchasers have separately agreed to provide to Purchaser Representative. Notices or otherwise be unable communications to fulfill its responsibilities hereunder, or from the Purchaser Parties Representative shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority constitute notice to or from each of the then outstanding Series C Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the CompanyPurchasers.

Purchaser Representative. Each Purchaser Party hereby consents to and authorizes (a) the appointment of BTO Freeze Parent Pegasus Holdings DE L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Purchased Notes, shares of Series C A Preferred Stock and/or shares of Common Stock that were issued upon conversion of Purchased Notes or shares of Series C A Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Purchaser Representative. Each Purchaser Party hereby consents to and authorizes (a) the appointment of BTO Freeze Parent Delta Holdings DE L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series C A Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C A Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Purchaser Representative. Each Purchaser Party hereby consents to and authorizes (a) the appointment of BTO Freeze Parent BCP Helios Aggregator L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series C Purchased Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series C Preferred Stock Shares beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.