The Representative Sample Clauses

The Representative. (a) Each Seller other than THC hereby irrevocably appoints THC as the sole and exclusive representative of such Seller regarding any matter relating to or arising under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. (b) Each Seller other than THC hereby appoints THC as such Seller’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution. This power of attorney, all authority hereby conferred and the powers, immunities and rights to indemnification granted to THC hereunder are granted and shall be irrevocable and shall not be terminated by any act of any Seller, by operation of applicable Law, whether by death, disability, protective supervision, bankruptcy, liquidation, incompetence or any other event. All actions taken by THC under any of the Transaction Documents shall be binding upon each Seller and each such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to any Seller to contest, negate or disaffirm the action of THC taken in good faith under any of the Transaction Documents are waived. Without limitation of the foregoing, any notice provided to THC shall be deemed to have been provided to each Seller. THC shall promptly deliver to each Seller any notice received by THC concerning this Agreement. Without limiting the generality of the foregoing, THC has full power and authority, on behalf of each Seller and each Seller’s successors and assigns, to: (i) interpret the terms and provisions of the Transaction Documents and the documents to be executed and delivered by such Seller in connection herewith and therewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the Transaction Documents and the transactions contemplated hereunder and thereunder, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of THC for the accomplishment of the foregoing, (v) give and receive notices and co...

The Representative. The parties hereto acknowledge and agree that the Representative may perform certain administrative functions in connection with the consummation of the Contemplated Transactions. Accordingly, the parties hereto acknowledge and agree that the Representative (in its capacity as Representative) shall have no liability to, and shall not be liable for any Losses of, any Member Indemnitee or Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Contemplated Transactions.

The Representative. (a) ETS hereby authorizes and directs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Representative hereunder and under the Escrow Agreement in connection with the transactions contemplated hereby and thereby, and to exercise such rights, power and authority, as are incidental thereto. Approval of the Merger by the ETS stockholders shall constitute ratification by the ETS stockholders of the appointment of the Representative in accordance herewith and agreement to be bound by the actions of the Representative taken hereunder and under the Escrow Agreement. (b) Upon the resignation, death or inability of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to act as Representative, ▇▇▇▇ ▇▇▇▇▇▇ shall be the successor Representative. If ▇▇▇▇ ▇▇▇▇▇▇ is unable or unwilling to act as successor Representative, the Surrendering Stockholders shall vote to select a successor Representative (with each Surrendering Stockholder or their heirs or personal representatives having one vote for each share of ETS Common Stocks owned immediately prior to the Effective Time). No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of ARTICLE 11 of this Agreement and the Escrow Agreement. (c) ETS agrees that the provisions set forth in this SECTION 11.3 shall not limit in any respect the obligations of the Representative and shall in no way impose any obligations on Hach other than those explicitly set forth in this Agreement or the Escrow Agreement. In particular, notwithstanding in any case any notice received by Hach to the contrary, Hach shall be fully protected in relying upon and shall be entitled to (A) rely upon actions, decisions and determinations of the Representative and (B) assume that all actions, decisions and determinations of the Representative are fully authorized and binding upon the Representative and the Surrendering Stockholders. (d) The Representative shall not be liable to the Surrendering Stockholders for the performance of any act or the failure to act so long as he acted or failed to act in good faith and such action or inaction did not constitute willful misconduct or gross negligence.

The Representative. For the avoidance of doubt, this Agreement shall be deemed to bind any and all successive Chief Executive Officers of the Company, and such Chief Executive Officers of the Company shall possess the powers provided for herein, irrespective of whether any such Chief Executive Officer of the Company executes a joinder to this Agreement. The Company shall indemnify and hold harmless the Amadeus Entities, their Affiliates and their respective officers, directors, employees, agents and assigns from and against any and all losses, liabilities, damages, claims, fees, penalties, taxes, interest, costs and expenses, including reasonable costs of investigation and defense and reasonable fees and expenses of counsel, experts and other professionals to the extent arising from the Representatives voting, or threatening to vote, the Amadeus Shares in breach of the terms and conditions of this Agreement.

The Representative. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.

The Representative. By their execution and delivery of this Agreement, the parties hereto hereby agree as follows:

The Representative. Upon any claim for indemnification pursuant to Section 7.2, the Representative shall serve as the designated representative of the Stockholders for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Stockholders become obligated (whether through mutual agreement between Parent and the Representative, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide an adjustment payment, indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Parent and the Representative shall, if necessary for release of funds from the Escrow Account, promptly execute joint written instructions to the Escrow Agent to disburse the appropriate amount from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.

The Representative. By their execution and delivery of this Agreement, the Company, Parent, the First Merger Subsidiary, the Second Merger Subsidiary and the Representative hereby agree as follows:

The Representative. The Company hereby undertakes that commencing from July 2008, and until the date of closing of the Arrangement, it shall report, within 15 days after the end of each calendar month, to whomever shall be appointed by the holders of Convertible Bonds and/or the Trustee as the holders of Convertible Bonds’ representative for checking the Company’s compliance with the Expense-Cutback Plan (the “Representative”), on its actual expenses in the month that has ended (according to a balance sheet) compared with its planned expenses for that month according to the Expense-Cutback Plan. In addition, on the 15th of every calendar month, and on the last day of every calendar month (and if the same are not business days in Israel, on the following business day), the Company will report to the Representative its cash and cash-equivalent balances, as of the date of the report. Subject to the provisions below, the Representative will maintain the information that shall be delivered to him by the Company strictly confidential and will not transfer the same to any entity whatsoever. A condition to the transfer of the information to the Representative as aforesaid is that he shall sign, on the date of his appointment by the holders of Convertible Bonds and/or the Trustee, a letter of confidentiality towards the Company in such language as was agreed upon between the Company and the Trustee. The aforesaid notwithstanding, the Representative will be entitled to deliver to the Trustee, and to it alone, information regarding the Company’s compliance or failure to comply with the Expense-Cutback Plan. The Trustee hereby undertakes, subject to any law that applies thereto, to maintain the information that shall be delivered thereto by the Representative confidential, except for the purpose of transferring information to a meeting of holders of Convertible Bonds for the purpose of the adoption of a resolution pertaining to their rights or for the purpose of provision of a report on the Company’s condition. Such information that shall be transferred by the Trustee to a meeting of the holders of Convertible Bonds will simultaneously be transferred by the Trustee also to the Company.