Successor Representative. (a) Either Representative may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Representative, subject to (i) consultation with the Borrower provided that no Default or Event of Default shall exist at such time, (ii) receipt of all necessary authorizations from the U.S. Department of State and the Department and (iii) such successor Representative agreeing to become bound to the Assurance Letter and the OEF Agreement in accordance with their terms. If no successor Representative shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Representative gives notice of resignation, then the retiring Representative may, on behalf of the Lenders, appoint a successor Representative, which, in the case of the Administrative Agent, shall be a commercial bank or an Affiliate thereof which has a combined capital and surplus of at least $500,000,000, subject to receipt of all necessary authorizations from the U.S. Department of State and the Department.
(b) Upon the acceptance of its appointment as a Representative hereunder by a successor, such successor Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Representative, and the retiring Representative shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice is given of the retiring Representative’s resignation under this Section 9.7 no successor Representative shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Representative’s resignation shall become effective, (ii) the retiring Representative shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Representative under the Loan Documents until such time as the Required Lenders appoint a successor Representative as provided above. After any retiring Representative’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Representative and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as a Representative.
Successor Representative. In the event that the Shareholder Representative is unable or unwilling to serve as the proxy, a successor proxy may be appointed by the Shareholder Representative at his/her/its sole discretion, or if the Shareholder Representative is unable to make such appointment due to his death or incapacity to act, a successor proxy may be appointed by the Company at its sole discretion. A successor proxy shall be vested with all the rights, powers and authority as if originally named in this Agreement.
Successor Representative. If Xxxxx Xxxxxxx resigns (by giving at least 60 days' written notice of such resignation to Parent and the Escrow Agent) or dies or becomes incapable of continuing to act as the Representative for any reason, a successor Representative shall be appointed by a writing signed by Stockholders holding in the aggregate a majority of the Stockholders' interest in the Escrow Fund, such appointment to become effective upon the delivery of executed counterparts of such writing to Parent and the Escrow Agent, together with an acknowledgment signed by the successor Representative named in such writing that he or she accepts the responsibility of successor Representative and agrees to perform and be bound by all provisions of this Agreement applicable to the Representative. Pending the election of a successor Representative, the Stockholder that owns the largest number of Escrow Shares immediately following the Effective Time (excluding the former Representative) shall act as the interim Representative. Failing such appointment, the Escrow Agent or any Stockholder may apply to a court of competent jurisdiction for the appointment of a successor Representative.
Successor Representative. If Xxxxxxx X. Xxxx resigns, dies or is otherwise unable to serve as the Non-ESOP Stockholders’ Representative, the successor Non-ESOP Stockholders’ Representative shall be designated in writing by the Non-ESOP Stockholders who held a majority of the WGI Common Stock immediately prior to the Closing. Any change in the Non-ESOP Stockholders’ Representative shall become effective only upon delivery of a written notice of such change to Parent.
Successor Representative. In the event the Shareholder Representative shall die or resign or otherwise terminate its status as such, the successor shall be the Shareholder who received the largest portion of the Merger Consideration at the Closing (and if such Shareholder shall not accept such appointment then the Shareholder who received the nearest amount of Merger Consideration at the Closing that accepts such appointment). The Shareholder Representative shall receive no compensation for its services.
Successor Representative. In the event that the Representative is replaced pursuant to [Section 1.8(c)] of the Master Share Purchase Agreement, any such successor Representative shall be deemed to be the Representative for all purposes of this Escrow Agreement and shall have the same powers and authority conferred upon the original Representative.
Successor Representative. (a) The Member Representative may at any time resign and be discharged of the duties imposed hereunder by giving notice to the Parent, Escrow Agent and the Members at least thirty (30) business days prior to the date specified for such resignation to take effect, in which case, upon the effective date of such resignation. The Member Representative shall have no liability for any claims by any of the Members, except in the event of the Member Representative’s willful misconduct.
(b) Upon the death or disability of the Member Representative, or the resignation of the Member Representative in accordance with Section 12.2(a), Xxxxxx X. Xxxxxx will serve as the successor representative under this Agreement. If Xxxxxx X. Xxxxxx is unwilling or unable to serve as the successor representative, or upon such time as Xxxxxx X. Xxxxxx ceases to act as successor representative in accordance with the provisions of Section 12.2(a), the Members shall determine by vote of the majority of the interests held by the Members eligible to vote, who shall succeed the current Member Representative as the successor representative.
(c) Any successor representative shall have all the authority and responsibility of the original Member Representative named herein, including but not limited to, the substitution of the successor representative as the power of attorney for each Member as set forth in Section 12.1(b). The term “Member Representative” used herein shall include any successor representative duly appointed or elected in accordance with the terms of this Section.
Successor Representative. In the event the Representative becomes unable or unwilling to continue to serve at the Representative hereunder, the Representative may resign and be discharged from its duties or obligations hereunder by giving written notice of its resignation to the parties to this Agreement, specifying a date not less than thirty (30) days following such notice date of when such resignation will take effect. In the event of such a resignation of the Representative, or the death or disability of the Representative, the Mokume Stockholders who then hold a majority of all outstanding shares of Versant Common Stock issued to them pursuant to this Agreement shall, within fifteen (15) days following the Representative’s resignation, death or disability, designate and appoint another individual to serve as the Representative under this Agreement who has agreed to serve as the Representative (“Successor Representative”) and give Versant written notice of their appointment of the Successor Representative, as well as the Successor Representative’s name, address and (if applicable) fax number and email address for notice under this Agreement; provided, however, that if the Mokume Stockholders fail to so appoint a Successor Representative within such fifteen (15) day period, then Versant will be entitled to designate and appoint Xxxxxxx Xxxx as successor Representative.
Successor Representative. In the event that Representative dies, ------------------------ becomes unable to perform the responsibilities hereunder or resigns as representative of the Stockholders hereunder, a substitute representative of the Stockholders shall be appointed by the Stockholders with beneficial interests in a majority of the total Escrow Shares, as reflected in column 4 of the Escrow Ledger, to act as representative of the Stockholders hereunder.
Successor Representative. Each Vendor agrees that in the event Colix Xxxxxxx Xxxthissen ceases to act as Representative, then the Vendors by vote or assent of Vendors holding a majority of the Consideration Shares shall select a successor from among the remaining Vendors. If none of the remaining Vendors will accept such appointment, then Colix Xxxxxxx Xxxthissen may select a successor who shall be such person or entity reasonably acceptable to the remaining Vendors. Any successor to Colix Xxxxxxx Xxxthissen shall have all the rights, powers and obligations of Representative under this Agreement.
