Purchasers’ Representative. By the execution and delivery of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers Representative as the true and lawful agent and attorney-in-fact of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the following:
(i) to act on behalf of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing);
(ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf of the Purchasers;
(iii) to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and
(iv) to amend or modify this Agreement and to do or refrain from doing any further act or deed on behalf of the Purchasers that the Purchasers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally present.
(b) The appointment of the Purchasers Representative shall be deemed coupled with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to herein.
(c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capac...
Purchasers’ Representative. Each Stockholder who the Buyer determines is not an "accredited investor," as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), hereby acknowledges that such Stockholder, by completing and executing a Stockholder Representation Form in the form attached hereto as Exhibit A (the "Stockholder Representation Form"), has appointed the Stockholders' Representative to serve as such Stockholder's "purchaser representative," as that term is defined in Rule 501 promulgated under the Securities Act for purposes of the Buyer's compliance with Regulation D under the Securities Act or otherwise. The Stockholders' Representative hereby accepts each such appointment to serve as the "purchaser's representative" for each Stockholder that is not an accredited investor.
Purchasers’ Representative at all times when operations are in progress under this contract, purchaser shall have an authorized representative, whom shall be designated in writing by
Purchasers’ Representative. Each Purchaser hereby appoints Pangea as such Purchaser's representative (the "Representative"), to do any and all things and to execute any and all documents, in such Purchaser's name, place and stead, in any way which such Purchaser could do if personally present, in connection with any closing of the transactions contemplated by this Agreement and the other Transaction Documents, including, without limitation, the ability to waive any condition to the obligation of such Purchaser to purchase Shares or Warrants on any Closing Date (which Pangea may do in its sole discretion) and otherwise determine that the such conditions have been satisfied. The Company shall be entitled to rely upon the foregoing as being binding upon the Purchasers.
Purchasers’ Representative. Each Purchaser hereby irrevocably appoints the Purchasers’ Representative as its representative to act on its behalf for all purposes under this Agreement, including for the purposes of:
(a) delivering payment instructions to the Sellers’ Representative in connection with the payment of sums due hereunder and thereunder;
(b) accepting notices on its behalf and being its authorized agent (“Purchasers’ Process Agent”) on which any and all legal process may be served in any judicial action, suit or proceeding permitted under this Agreement;
(c) taking any and all actions that may be necessary or desirable, as determined by the Purchasers’ Representative in its absolute discretion, in connection with payment of the costs and expenses incurred in relation to the transactions contemplated by this Agreement;
(d) exercising exclusively on its behalf any right given to it under this Agreement (including under Article VIII (Survival; Indemnification; Certain Remedies)), which exercise shall be binding on it; and
(e) generally taking any and all actions and doing any and all other things provided in or contemplated by this Agreement to be performed by it, and shall refrain from doing anything inconsistent with any of the Purchasers’ Representative’s actions taken in its capacity as its representative.
Purchasers’ Representative. Unless otherwise notified by the Purchaser, the Purchaser agrees to designate a representative or representatives to receive instruction from the Supplier with respect to the Services to be performed or any goods delivered.
Purchasers’ Representative. 3.1 The Purchaser’s Representative shall carry out such duties as are specified in the Supply Contract or as may be necessary for the carrying out of the Supply Contract.
3.2 The Purchaser’s Representative may specify variations to the Supply Contract and any variation shall be confirmed in writing so as to be valid and binding. The Purchaser’s Representative may give such instructions to the Supplier as the Purchaser’s Representative deems necessary and shall be confirmed in writing. In order to be valid and binding
Purchasers’ Representative. Each Purchaser hereby irrevocably appoints the Purchasers’ Representative as its representative to act on its behalf for all purposes under this Agreement, including for the purposes of:
(a) delivering payment instructions to the Sellers’ Representative in connection with the payment of sums due hereunder and thereunder;
(b) accepting notices on its behalf;
(c) taking any and all actions that may be necessary or desirable, as determined by the Purchasers’ Representative in its absolute discretion, in connection with payment of the costs and expenses incurred in relation to the purchase of the Shares;
(d) exercising exclusively on its behalf any right given to it under this Agreement (including under Article VIII (Survival; Indemnification; Certain Remedies), which exercise shall be binding on it; and
(e) generally taking any and all actions and doing any and all other things provided in or contemplated by this Agreement to be performed by it, and shall refrain from doing anything inconsistent with any of the Purchasers’ Representative’s actions taken in its capacity as its representative.
Purchasers’ Representative. Subject to the last sentence of this Article VI, the Purchasers hereby appoint Xxxxxx as the Purchasers' exclusive agent to act on the Purchasers' behalf with respect to the matters specified in this Article VI. Such representative, or such other representative as the Purchasers may appoint from time to time to replace Xxxxxx, is hereinafter referred to as the "Purchasers' Representative." The Purchasers' Representative shall take any and all actions which the Purchasers' Representative believes are necessary or appropriate under this Agreement for and on behalf of the Purchasers as fully as if the Purchasers were acting on their own behalf, including, without limitation, receiving notice of and defending any claims pursuant to this Agreement, giving notice of and asserting any claims pursuant to this Agreement, consenting to, compromising or settling claims made pursuant to this Agreement, taking any and all other actions specified in or contemplated by this Agreement to be taken by the Purchasers prior to, on or after the Closing Date and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Company and Holding shall have the right to rely upon all actions taken or omitted to be taken by the Purchasers' Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Purchasers. Notwithstanding the foregoing, the Purchasers' Representative shall not act on behalf of UBS Warburg LLC or its affiliates with respect to any matters arising under this Agreement.
Purchasers’ Representative. Such Purchaser acknowledges that the Purchasers’ Representative has final power and authority to execute this Agreement and any other documents ancillary to the Transactions on behalf of such Purchaser.
