Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellatio...
Appointment of Sellers’ Representative. (a) Seller hereby designates, appoints and authorizes any two members of Seller's management board ("SELLER'S REPRESENTATIVE") to serve as Seller's exclusive representative and attorney-in-fact to make any and all decisions, grant or withhold any and all consents and waivers, give or accept any and all instructions and notices, and take any and all other actions as are contemplated to be taken by or on behalf of Seller by the terms of this Agreement or any Transaction Document.
Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder.
Appointment of Sellers’ Representative. (a) Each Stockholder irrevocably constitutes and appoints Stockholders’ Representative as such Stockholders’ true and lawful attorney-in-fact and agent and authorizes Stockholders’ Representative acting for such Stockholder and in such Stockholder’s name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement, as fully to all intents and purposes as such Stockholder might or could do in person, including taking any and all action on behalf of such Stockholder from time to time as contemplated hereunder. Each Stockholder grants unto Stockholders’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Stockholder might or could do in person, hereby ratifying and confirming all Stockholders’ Representative may lawfully do or cause to be done by virtue hereof. Each Stockholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by Stockholders’ Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Stockholders’ Representative, such Stockholder shall be bound by such documents or action as fully as if such Stockholder had executed and delivered such documents. Upon the death, disability or incapacity of Stockholders’ Representative appointed pursuant to Section 10.1, each Stockholder acknowledges and agrees that Stockholders’ Representative’s executor, guardian or legal representative, as the case may be, shall appoint a replacement reasonably believed by such person as capable of carrying out the duties and performing the obligations of Stockholders’ Representative hereunder within [***] of such death, disability or incapacity. Each Stockholder agrees that Purchaser shall be entitled to rely on any action taken by Stockholders’ Representative, on behalf of Stockholders, pursuant to Section 10.1(a) (each, an “Authorized Action”), and that each Authorized Action shall be binding pro rata on each Stockholder as fully as if such Stockholder had taken such Authorized Action. Notwithstanding anything to the contrary in this Agreement or any other agreement, instrument or document related to the transactions contemplated in this Agreement, including agreements, instruments or documents entered into following the Closing (co...
Appointment of Sellers’ Representative. (a) Each Designated Party hereby unconditionally and irrevocably appoints, instructs and mandates Xx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxxxxx 00, 0000 Xxxx, Xxxxxxx, (the “Sellers’ Representative”), as his, her or its attorney-in-fact to, each individually, his/her/its name and for his/her/its account, for purposes of sending and receiving notices, including, without limitation, Notices of Claim, resolving disputes hereunder, and taking all other actions, both prior and subsequent to the Closing Date, which are necessary or advisable to carry out the purposes of this Agreement, including, without limiting the generality of the foregoing, the right (i) to waive, modify or amend any of the terms of this Agreement subject to the limitations set forth in Section 7.5, (ii) to take any and all additional action as is contemplated to be taken by or on behalf of the Designated Parties by the Sellers’ Representative pursuant to this Agreement, (iii) to negotiate and conclude binding arbitration clauses, contracts and ad hoc arbitration with respect to any and all disputes arising out of or in connection with the Agreement, including without limitation any arbitration under Section 7.12 and (iv) to sign with and without notarization and to set up documents in the form of a notarial deed or a notarial recording or another foreign recording (also in form of a foreign notarial deed) by a foreign notary public in connection with (i) to (iv), provided, however, that the other Sellers shall be entitled to participate in all meetings and communications (written or otherwise) between the Purchaser and the Sellers’ Representative. Each of the Designated Parties acknowledges that this Section 7.16 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and handling of all matters which arise under or in connection with this Agreement. The Sellers’ Representative shall, when giving declarations of intent or fact (Xxxxxxx- und Willenserklärungen) vis-à-vis the Purchaser in each case expressly indicate and clarify which declaration of intent or fact (Xxxxxxx- und Willenserklärung) or vote is given for or applicable to the individual Designated Party. Notwithstanding any other provision of this Agreement, the Sellers’ Representative is not appointed as the attorney-in-fact for, and shall not have any authority to take any action on behalf of, any Seller with respect to a Seller’s indemnification obligations under Section 6.2(c) of this Agr...
Appointment of Sellers’ Representative. Each of the Sellers hereby appoints Xxxxx X. Xxxx (the "Sellers' Representative") with full power and authority to act as the agent of such Seller in connection with the provisions of this Agreement and to perform all acts required thereunder, including, but not limited to, making all decisions relating to the exercise of the Option pursuant to Section 1.2 hereof or the resolution and settlement of any disputes under Section 1.2 hereof relating to the determination of Additional Consideration thereunder, including, without limitation, receiving and delivering all notices, giving all approvals and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If the Sellers' Representative shall die, become totally incapacitated, shall otherwise be unable to perform his or her duties or shall resign from such position, the Sellers who represent a majority percentage of the Shares sold on the Closing Date pursuant to Section 1.1 hereof shall appoint a new Sellers' Representative to fill such vacancy and written notice of such action shall be given to the Purchaser and all Sellers. All decisions and actions of the Sellers' Representative shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent from, protest or otherwise contest the same. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf of the Sellers' Representative.
Appointment of Sellers’ Representative. Each Seller does hereby irrevocably appoint the Sellers’ Representative as its true and lawful attorney-in-fact and agent, with full power of substitution or re-substitution, to act on behalf of such Seller with respect to this Agreement and the Transaction Documents in accordance with the terms and provisions of this Agreement, and to take any and all actions and make any decisions required or permitted to be taken by the Sellers’ Representative pursuant to this Agreement or the Transaction Documents, including the power: 92
Appointment of Sellers’ Representative. (a) The Selling Parties hereby designate Xxxx X. Xxxxxxx, or such other Person as shall be designated in writing by the Selling Parties (the “Sellers’ Representative”), to serve as the representative of the Selling Parties with respect to the matters expressly set forth in this Agreement or the Transaction Documents to be performed by the Sellers’ Representative.
Appointment of Sellers’ Representative. (a) By execution and delivery of this Agreement, the Sellers hereby irrevocably constitute and appoint the Sellers’ Representative as their and each Seller’s true and lawful representative, agent and attorney-in-fact, which appointment is coupled with an interest, with full authority and power of substitution, to act in the name, place and stead of such Person with respect to all powers and rights set out in this Section 9.1 or in other provisions of this Agreement (including full power and authority to do, and to execute documents on such Xxxxxx’s behalf and to bind such Seller), to take any action in accordance with and pursuant to the terms of this Agreement and such other actions on behalf of the Sellers as the Sellers’ Representative may deem necessary or appropriate in connection with or to consummate the Transaction. Notwithstanding anything in this Agreement to the contrary, the Sellers’ Representative shall not have the authority pursuant to this Section 9.1 to take, and shall not take, any action that disproportionately affects any Seller or that affects any Seller differently than it affects any other Seller.
Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, Sellers irrevocably constitute and appoint Sellers’ Representative as their respective representative true and lawful agent and attorney-in-fact hereunder with full power of substitution to act in the name, place and stead of Sellers (and of each of them) (1) subject to the Laws applicable to the Interests, with respect to the transfer of the Interests in accordance with the terms and provisions of this Agreement; (2) to act on behalf of Sellers (and each of them) in any litigation, arbitration or other action or proceeding under this Agreement or otherwise arising out of the transactions contemplated hereby, and (3) to do or refrain from doing all such further acts and things and to execute all documents and instruments, in each case, as Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement. The power of Sellers’ Representative under the foregoing appointment will include the power:
