Common use of Replacement of the Representative Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Evercore Partners Inc.)

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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 Sosnoff and such removal shall be effective upon written notice to the Representative and the Buyer. If the Representative (i) is removed by the SellersSellers or Sosnoff, (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 and Sosnoff 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Evercore Partners Inc.)

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Replacement of the Representative. The Representative may be removed by action of the Sellers owning those Stockholders representing a majority of the Membership Interests held by all Sellers Consideration Percentage and such removal shall be effective upon written notice to the Representative and the Buyer. If the Representative (i) is removed by the SellersStockholders, (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 Stockholders (other than holders of Company Series C Preferred Stock) 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 (2) 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Amn Healthcare Services Inc)

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