Specified Representatives definition

Specified Representatives has the meaning set forth in Section 9.1 hereof.
Sample 1
Specified Representatives means Xxxxxx Xxx, Xxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx.
Sample 1
Specified Representatives means (i) each of the senior vice presidents and higher officers and directors of the Company or any of its Subsidiaries set forth on S ection 1.01(e) of the Company Disclosure Schedule and (ii) each of the Company’s financial and outside legal advisors.
Sample 1

Examples of Specified Representatives in a sentence

  • Shareholder shall immediately cease and discontinue, Shareholder shall ensure that Shareholder’s Specified Representatives immediately cease and discontinue, and Shareholder shall use reasonable best efforts to cause Shareholder’s other Representatives to immediately cease and discontinue, any existing discussions with any Person that relate to any Acquisition Proposal or Acquisition Inquiry.

  • Nothing in this S ection 2.13 or elsewhere in this Agreement is intended to or shall limit any Liability of the Seller in the event of actual and intentional common law fraud by the Seller (provided that, for the avoidance of doubt, the Specified Representatives shall be deemed to have acted on behalf of the Seller (but not in their individual capacities) for purposes of this sentence) (whether within or outside the scope of the representations and warranties contained in this Agreement).

  • Xxxxxx, Xx. or any employee under his supervision (collectively, the "Specified Representatives"); or (iii) any material adverse amendment or termination by FGL (other than any amendment or termination approved by any Specified Representative) of any Contract listed in Item 1 of EXHIBIT "A-1" or, except as described in EXHIBIT "A-3", Items 1, 2, 3 or 4 of EXHIBIT "A-3", or the termination of any material rights to the intellectual property described in items C and D of EXHIBIT "A-4".

  • The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Representatives of Cerner or any of its Subsidiaries will be deemed to be a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions.

  • Until such Consent is obtained, the Seller shall cooperate, and shall use its commercially reasonable efforts to cause its Specified Representatives to cooperate, with the Purchaser in any lawful arrangement designed to provide the Purchaser with the benefits of such Transferred Assets at no cost to the Purchaser in excess of the cost the Purchaser would have incurred (without modification to the terms of the Contract) if the Consent had been obtained.

  • The Company shall notify Parent promptly (but in no event later than 24 hours) after it obtains knowledge of the receipt by the Company (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party, in each case in connection with any Acquisition Proposal.

  • Parent and Merger Sub hereby disclaim any other representations or warranties, whether made by Parent, Merger Sub or any Affiliate of Parent or Merger Sub, or any of their respective officers, directors, employees, agents, Specified Representatives or other Person, with respect to the execution and delivery of this Agreement or the Contemplated Transactions.

  • The Company hereby disclaims any other representations or warranties, Table of Contents whether made by the Company, any Affiliate of the Company or any Common Holder, or any of their respective officers, directors, employees, agents, advisors, Specified Representatives or any other Person, with respect to the execution and delivery of this Agreement, the Contemplated Transactions or the Business.

  • Except for the representations and warranties contained herein, none of Parent, Merger Sub, any Affiliate of Parent or Merger Sub, nor any of their respective officers, directors, employees, agents, Specified Representatives or any other Person makes any representations or warranties to or for the benefit of the Company.

  • Except as listed in Schedule 3.1(d), there are no restrictions on the transfer of the Shares, except those set forth in the Articles and the 2010 Unanimous Shareholders Agreement; and there are no shareholder agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the shares in the capital stock of the Corporation.


More Definitions of Specified Representatives

Specified Representatives of a party shall mean: (a) such party’s officers, directors, employees, attorneys, investment bankers, advisors, accountants, agents and representatives; and (b) the officers, directors, employees, attorneys, investment bankers, advisors, accountants, agents and representatives of each of such party’s subsidiaries.
Sample 1
Specified Representatives means (i) each of the senior vice presidents and higher officers and directors of the Company or any of its Subsidiaries set forth on Section 1.01(e) of the Company Disclosure Schedule and (ii) each of the Company’s financial and outside legal advisors.
Sample 1
Specified Representatives is defined in Section 6.2.
Sample 1
Specified Representatives has the meaning set forth in Section 6.14.
Sample 1
Specified Representatives means Pamela Hay, Tim Surgenor, Daryl Drummond and Bonnie Fendrock.
Sample 1

Related to Specified Representatives

  • Qualified representative means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following:

  • Designated Representatives means the Subordination Agent Representatives, the Trustee Representatives and the Provider Representatives identified under Section 2.5.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Designated Representative has the meaning set forth in Section 6(j)(v) of this Agreement.

  • Company Representatives shall have the meaning set forth in Section 6.5(a).

  • Appointed Representative has the meaning set forth in Section 10.1.

  • Bargaining representative means a labor organization recognized by an employer or certified by the commission as the sole and exclusive bargaining representative of certain employees of the employer.

  • Owner’s Designated Representative (ODR means the individual assigned by Owner to act on its behalf and to undertake certain activities as specifically outlined in the Contract. ODR is the only party authorized to direct changes to the scope, cost, or time of the Contract.

  • Authorised Representatives means the duly authorised officers, directors, employees etc of either Party as recorded in Annex C;

  • Departmental Representative means the person designated in the Contract, or by written notice to the Contractor, to act as the Departmental Representative for the purposes of the Contract, and includes a person, designated and authorized in writing by the Departmental Representative to the Contractor;

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Principal’s Representative means the person nominated by the Principal or other person from time to time appointed in writing by the Principal to act as the Principal’s Representative for the purposes of the Contract.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Advisory Representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Independent representative means a person who:

  • Nominated Representative means, in respect of each party, the person whose details are set out in the Special Conditions (if any).

  • Management Representative means an individual designated to hear grievances on behalf of the University.

  • Licensing representative means a person authorized by the Department under Section 5 of the Child Care Act of 1969 to examine facilities for licensure.

  • public representative means an individual who is not a member, former member, student or former student of any accounting body;

  • Lender Group Representatives has the meaning specified therefor in Section 17.9 of the Agreement.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Company Representative means the person or persons appointed and approved in writing from time to time by the Company to act on its behalf for overall co- ordination.

  • Representative means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

  • Factory representative means an agent or employee of a manufacturer, distributor, or factory branch retained or employed for the purpose of making or promoting the sale of new motor vehicles or for supervising or contracting with new motor vehicle dealers or proposed motor vehicle dealers.