Xxxxxxx’x Representatives. Bechtel designates Xx. Xxxx Xxxxxxxxx as its senior representative, which individual has the authority and responsibility for avoiding and resolving disputes under Article 20. Bechtel designates Mr. Xxxxxxx Xxxxx as Xxxxxxx’x Representative (“Xxxxxxx’x Representative”), which individual has the authority and responsibility set forth in Section 4.3.
Xxxxxxx’x Representatives. 50 6.6 Termination of Existing Stockholders Agreement.......................52 6.7
Xxxxxxx’x Representatives. Each Xxxxxxxx Investor hereby irrevocably appoints both Xxxxxxxx X. Xxxxxxxx, Xx. and Xxxxx X. Xxxxxxxx (the "Xxxxxxxx Representatives") as such Xxxxxxxx Investor's representatives, attorneys-in-fact and agents, with full power of -substitution to act in the name, place and stead of such Xxxxxxxx Investor with respect to the transfer of such Xxxxxxxx Investor's Shares to the Company in accordance with the terms and provisions of this Agreement and to act on behalf of such Xxxxxxxx Investor in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Xxxxxxxx Representatives shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including, without limitation, the power:
(a) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of Xxxxxxxx Investors to consummate the transactions contemplated by this Agreement;
(b) to bring and transact matters of litigation and to refer matters to arbitration and to compromise and settle any claim on behalf of any Xxxxxxxx Investor;
(c) to receive or hold the certificates evidencing the shares of Class A Common to be purchased by the Xxxxxxxx Investors hereunder and to deliver the Xxxxxxxx Shares to be contributed by the Xxxxxxxx Investors hereunder, accompanied by executed stock powers, signature guarantees, and any other documents relating thereto on behalf of the Xxxxxxxx Investors;
(d) to negotiate, execute and deliver all ancillary 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 transactions contemplated by this Agreement (it being understood that each of the Xxxxxxxx Investors shall executive and deliver any such documents which each of the Xxxxxxxx Representatives agrees to execute);
(e) to receive funds and give receipt for funds including in respect of the Rollover Investor Purchase Price payable in respect of Xxxxxxxx Shares held by the Xxxxxxxx Investors, and any adjustment thereto, to distribute to the Xxxxxxxx Investors their portion of the Rollover Investor Purchase Price, and any adjustment thereto, and to withhold from such funds a contingency reserve for the matters referred to below;
(f) to terminate this Agreement if Xxxxxxx...
Xxxxxxx’x Representatives. Xxxxxxx reserves the right to have a person appointed to the Board of the Entity as hereinafter defined and to delegate to any such party the authority to exercise or perform any right, power, privilege, or duty that Xxxxxxx may have under this Agreement or otherwise in connection with the Business; provided, however, such representative shall not interfere with the operations of the Business by NSTC; nor shall such party have the right to dictate or direct NSTC in regard to the manner in which NSTC should execute its obligations and/or operations. NSTC shall cooperate and deal with any such party as to any matter so delegated just as if Xxxxxxx'x representative was Xxxxxxx under the terms of this Agreement. No delegation by Xxxxxxx to any representative shall diminish either the authority or the responsibility of the NSTC under Section 1.2(a) or any other provision of this Agreement.
