Replacement of the Representative. The Representative may be removed by action of the Sellers owning a majority of the Membership Interests held by all Sellers and such removal shall be effective upon written notice to the Representative and the Buyer. If the Representative (i) is removed by the Sellers, (ii) dies or terminates its legal existence (if not an individual), (iii) becomes legally incapacitated, or (iv) resigns from its position as Representative, then the Sellers shall, as promptly as practicable thereafter, appoint a replacement Representative, which replacement Representative shall be reasonably acceptable to the Buyer. Such appointment shall be effective upon delivery of at least two Business Days prior written notice to the Buyer and, thereafter, the replacement Representative shall be deemed to be the Representative for all purposes of this Agreement. Any obligation of the Buyer to take any action in respect of the Representative shall be suspended during any period that the position of Representative is vacant.
Replacement of the Representative. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then the Sellers that held a majority of the Company Stock outstanding on the date hereof will appoint a new Person to serve as the Representative and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on the actions and statements of the previous Representative.
Replacement of the Representative. Upon the death, disability or incapacity of the initial Representative appointed pursuant to Section 9.7(a) above, each Equityholder acknowledges and agrees that such Representative’s executor, guardian or legal representative, as the case may be, shall appoint a replacement reasonably believed by such person (and reasonably approved by Buyer) as capable of carrying out the duties and performing the obligations of the Representative hereunder within 30 days. In the event that the Representative resigns for any reason, the Representative shall, subject to Buyer’s approval which shall not be unreasonably withheld or delayed, select another representative to fill such vacancy. Any substituted representative shall be deemed the Representative for all purposes of this Agreement and the other Transaction Documents.
Replacement of the Representative. Upon the death, disability --------------------------------- or incapacity of the initial Representative appointed pursuant to Section 10.10(a) above, each Seller acknowledges and agrees that such Representative's executor, guardian or legal representative, as the case may be, shall (in consultation with Sellers) appoint a replacement reasonably believed by such person as capable of carrying out the duties and performing the obligations of the Representative hereunder within thirty (30) days. In the event that the Representative resigns for any reason, the Representative shall (in consultation with Sellers) select another representative to fill such vacancy. Any substituted representative shall be deemed the Representative for all purposes of this Agreement and the other Transaction Documents.
Replacement of the Representative. Upon the death, --------------------------------- disability, incapacity or resignation of the initial Representative appointed pursuant to Section 9.1(a) above, each Seller acknowledges and agrees that Xxxxxx Xxxxxxxx shall be appointed as the successor Representative; upon the death, disability, incapacity or resignation of the successor Representative appointed pursuant to this Section 9.1(c), each Seller acknowledges and agrees that the initial Representative or his executor, guardian or legal representative, as the case may be, shall (in consultation with Sellers) appoint a replacement reasonably believed by such person as capable of carrying out the duties and performing the obligations of the Representative hereunder within thirty (30) days. Any substituted representative shall be deemed the Representative for all purposes of this Agreement and the other Transaction Documents.
Replacement of the Representative. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then the Unitholders that held a majority of the Class A Units outstanding on the date hereof, voting as a single class, will appoint a new Person to serve as the Representative and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on the actions and statements of the previous Representative.
Replacement of the Representative. The Representative may be removed by action of those Sellers representing a majority of the aggregate voting power of the owners of the NewCos (or, prior to the formation of the NewCos, the aggregate voting power of the owners of the Acquired Companies) and such removal shall be effective upon written notice to the Representative and the Buyer. If the Representative (i) is removed by the Sellers, (ii) dies or terminates its legal existence (if not an individual), (iii) becomes legally incapacitated or
Replacement of the Representative. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then the Securityholders that held a majority of the shares of voting Common Stock outstanding on the date hereof will appoint a new Person to serve as the Representative, subject to the Buyer’s advance written approval of such replacement, which shall not be unreasonably withheld. Until such appointment is effective, Buyer will be entitled to rely on the actions and statements of the previous Representative.
Replacement of the Representative. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then the Shareholders, on a pro rata basis (based upon proceeds received pursuant to this Agreement), will appoint a new Person to serve as the Representative and will provide prompt written notice of the appointment of a new Representative to the Purchaser. Until such notice is received, the Purchaser will be entitled to rely on the actions and statements of the previous Representative. After the resignation of the Representative as such, or he or she becomes unable or unwilling to serve in such capacity, the provisions of this Article IX shall inure to his or her benefit as to any actions taken or omitted to be taken by him or her while he or she was the Representative.
Replacement of the Representative. Upon the death, --------------------------------- disability, incapacity or resignation of the initial Representative appointed pursuant to Section 15.1(a) above, each Shareholder acknowledges and agrees that the remaining Shareholders shall elect within 30 days one of the remaining Shareholders to serve as the Representative pursuant to this Section 15.1. Any substituted representative shall be deemed the Representative for all purposes of this Agreement.
