Replacement of Representative Sample Clauses

Replacement of Representative. In the event that the Representative dies, becomes unable to perform his/her responsibilities hereunder or resigns from such position, the Significant Shareholders (with each Significant Shareholder permitted to exercise voting power with respect to such determination in proportion to the number of Shares held by such Person immediately prior to the Effective Time) are authorized to and will promptly select another representative to fill such vacancy and such substituted representative will be deemed to be the successor Representative for all purposes of this Agreement and the documents delivered pursuant to this Agreement.
Sample 1
AutoNDA by SimpleDocs
Replacement of Representative. (a) In the case of a vacancy, the entity that appointed the Representative shall, within 30 days of having notice of the vacancy, appoint a successor Representative to fill the vacancy, and such Representative shall serve for the remaining term of the former Representative. (b) In the event that an entity fails to appoint a successor Representative in accordance with Article 4.12(a), such Representative shall be appointed, in the case of a Union Representative, by a majority of the remaining Union Representatives and in the case of an Employer Representative, by a majority of the remaining Employer Representatives.
Sample 1
Replacement of Representative. The Subject Company Shareholders, other than any Subject Company Shareholder who may at the time be the Representative, shall have the joint right and power to remove the Representative for any reason and the joint right and obligation to designate a successor representative or fill any vacancy in the position; provided, however, that if either such party is not capable of acting jointly as a result of death, disability or other incapacity, then the other party shall be vested with the right and power to remove the Representative and the right and obligation to designate a successor. Notwithstanding the foregoing, (i) any designation of a successor Representative who is not a Party of Interest shall require the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, and (ii) upon the death or disability of H. Xxxxx Xxxxxxx or his resignation or removal as Representative, Xxxxx X. Xxxxxxxx shall automatically, without further action on the part of any Person, become the Representative in place of H. Xxxxx Xxxxxxx (who thereupon shall have no further rights, powers or obligations as Representative hereunder), and shall be vested with all of the rights, powers and obligations of the Representative set forth in this Agreement and the Escrow Agreement.
Sample 1
Replacement of Representative. Either Party may, from time to time, revoke the appointment of its representative and appoint another person as its representative and that Party must give 7 days’ notice of such revocation and appointment to the other Party.
Sample 1
Replacement of Representative. In the event Xxxxx (or any other Person who is subsequently elected Seller Representative in accordance with this Section 11.4) is unable (whether on account of death, disability or otherwise) or fails or refuses, to act as the Seller Representative, then the Selling Members may elect a new Seller Representative to replace such Person, by the affirmative vote of Selling Members whose Percentage Interests (as defined in the Operating Agreement), in the aggregate, exceed sixty-six and two-thirds percent (66 2/3%) of the Percentage Interests held by all Selling Members.
Sample 1
Replacement of Representative. The Parties acknowledge and agree that the Representative must be a Party. If the Representative (i) is no longer a Party, (ii) for any reason can no longer act as Representative, or (iii) is revoked based on an according majority vote of the Minority Shareholders, a new Representative, who must be a Party, will be elected by majority vote of the Minority Shareholders. Ad interim, the Minority Shareholders agree that their votes will be considered in line with the recommendations of the members of the board appointed by the investors as per the Ordianry Shareholders’ Agreement (the “Investor Directors”), and in case of a tie between the Investor Directors, with the majority of the board of directors. 9 TERM & TERMINATION This Common SHA shall enter into force as of 17 October 2022 and is valid for an initial fixed term of ten years. Thereafter, this Common SHA shall continue to be in effect for successive periods of five years unless terminated by any Party upon twelve months' prior notice to all other Parties upon completion of the initial fixed term or any end of a successive period. Any termination by a Party shall only be effective with respect to the respective Party, and shall be without prejudice to the continued binding effect of this Common SHA for all other Parties. In case of termination of this Common SHA by any Party holding Share Tokens, the Issuer has the option to purchase the Share Tokens of such terminating Shareholder during the entire notice period at fair market value. In case such terminating Shareholder disagrees with the fair market value proposed by the Issuer, such terminating shareholder may request its binding and final determination, on the basis of a valuation using methods customarily used at that time to establish the fair market value, by (i) in first priority either one of Ernst&Young, PriceWaterhouseCoopers, KPMG or Deloitte, as determined by the Issuer, or (ii), should none of Xxxxx&Xxxxx, PriceWaterhouseCoopers, KPMG or Deloitte be willing to accept such mandate, with second priority be an audit firm with good reputation in Switzerland as determined by the Issuer (as applicable, the “Expert”). In case the purchase option is not exercised, the terminating Party is free to burn their tokens and demand a replacement of such shares issued in another form in accordance with the Articles. The Issuer shall determine the form in which such shares shall be issued within its own discretion. This Common SHA terminates for a specif...
Sample 1
Replacement of Representative. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then the Stockholders that held a majority of the shares of Class A-l Common and Class X-x Common outstanding on the date hereof will appoint a new Person to serve as the Representative and will provide prompt written notice thereof to Purchaser. Until such notice is received, Purchaser will be entitled to rely on the actions and statements of the previous Representative.
Sample 1
AutoNDA by SimpleDocs
Replacement of Representative. The Representative may be changed by the Company Securityholders upon the written approval of the holders of a majority in interest of the Pro Rata Portions of the Adjusted Escrow Amount from time to time and upon prior written notice to the Parent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Adjusted Escrow Amount agree in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders and the Parent, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor by the holders of a majority in interest of the Adjusted Escrow Amount. No bond shall be required of the Representative. Any successor Representative shall be deemed automatically to be the “Representative” under both this Agreement and the Escrow Agreement. If for any reason there is no Representative at any time, all references herein to the Representative shall be deemed to refer to the designee of the holders of a majority in interest of the Pro Rata Portions of the Adjusted Escrow Amount.
Sample 1

Related to Replacement of Representative

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows: 1. For a period of up to twenty (20) business days following the Notice of Default, the Holders shall confer among themselves as to the appointment of a Representative. 2. If at any time during such twenty (20) day period, the Holders of a majority of the Notes, measured by the original Principal Amount of each such Note (a “Majority”), agree as to the appointment of a Representative, that person shall be the Representative.

  • Termination of Representative The services of a Representative may be terminated at any time by the affirmative vote of Holders holding a majority of the Notes, measured by the outstanding principal amount with respect to each such Note, but only if they simultaneously appoint a replacement Representative.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.

  • Designation of Representatives 9.2.1 TxDOT and DB Contractor shall each designate Authorized Representative(s) who shall be authorized to make decisions and bind the Parties on matters relating to the Contract Documents. Exhibit 19 hereto provides the initial Authorized Representative designations. Such designations may be changed by a subsequent writing delivered to the other Party in accordance with Section 9.1. 9.2.2 The Parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the administration, design and construction of the Project and negotiate on behalf of each of the Parties, but who do not have authority to bind TxDOT or DB Contractor.

  • Resignation of Representative A Representative may resign at any time by giving notice to the Company and all of the Holders of the Notes at least thirty (30) days before such resignation is to become effective. Upon the resignation of a Representative, a replacement shall be selected by the affirmative vote of Holders holding a majority of the Notes, measured by outstanding principal amount. If such Holders have not selected a replacement Representative within sixty (60) days following the effective date of the resignation, then Portal may, at any time, by giving notice to the Company and all of the Holders, designate a replacement Representative who shall not be related to or affiliated with Portal or the Company.

  • Selection of Representatives a) Each central party and the Crown shall select its own representatives to the Committee.

  • Authority of Representative The Representative shall have the power, on behalf of each Holder, to pursue such remedies as may be available by law and pursuant to this Revenue Sharing Agreement, for the purpose of maximizing the return to the Holders as a group, and to settle the claims of each Holder on such terms as the Representative may determine in its sole and unlimited discretion, subject to the other provisions of this Revenue Sharing Agreement. The Representative may pursue such remedies notwithstanding that the Representative does not have physical possession of the Notes and without naming the Holders as parties.

  • Staff Representatives A. The Union will provide the Employer with a written list of staff representatives and the bargaining unit for which they are responsible. The Union will provide written notice to the Employer of any changes within thirty (30) calendar days of the changes. B. Staff representatives may have access to the Employer’s offices or facilities to carry out representational activities. The representatives will notify the Employer prior to their arrival and will not interrupt the normal operations of the Employer. The staff representative may meet with bargaining unit employees in non-work areas during the employee’s meal periods, rest periods, and before and after the employee’s shift. C. The Employer’s written Board of Trustee or administrative policies pertaining to employees represented by the Union will be made available to staff representatives.

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Right of Representation An employee covered by this Agreement shall, under this Article, have the right to have an Association representative present at any time, subject to his requesting such representation.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!