Common use of Appointed Representative Clause in Contracts

Appointed Representative. Each Shareholder appoints the Company as its or their representative (the “Appointed Representative”) as its true and lawful attorney in fact, with full power and authority in its name and on its behalf to: (a) act in the absolute discretion of the Appointed Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment of, or supplement to, this Agreement, any waiver of any condition under, or right arising out of, this Agreement, and any termination of this Agreement; (b) in general, do all things and to perform all acts, including negotiating, executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable to complete the transactions contemplated by, this Agreement; (c) vote the Covered Shares as contemplated in Section 1 hereof; and (d) perform its duties and fulfill the obligations of such Shareholder under this Agreement. The appointment of the Appointed Representative shall be effective as of the date hereunder, and will terminate immediately on the Termination Date. The Appointed Representative shall not be liable for any act done or omitted hereunder as Appointed Representative while acting in good faith and in the exercise of reasonable judgment. Each Shareholder shall severally in equal proportion indemnify the Appointed Representative and hold the Appointed Representative harmless against any loss or expense incurred without negligence or bad faith on the part of the Appointed Representative and arising out of or in connection with the acceptance or administration of their duties hereunder.

Appears in 3 contracts

Sources: Shareholder Support Agreement (Above Food Ingredients Inc.), Shareholder Support Agreement (Jupiter Acquisition Corp), Shareholder Support Agreement (Bite Acquisition Corp.)

Appointed Representative. Each ▇▇▇▇▇▇▇ Shareholder hereby grants an irrevocable power of attorney to, and constitutes and appoints the Company as its or their representative proxy, ▇▇▇▇▇▇▇ (the “Appointed Representative”) as its true and lawful attorney in fact), with full power and authority in its name and on its behalf to: to (a) act in the absolute discretion of the Appointed Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment of, or supplement to, this Agreement, any waiver of any condition under, or right arising out of, this Agreement, and any termination of this Agreement; ; (b) in general, do all things and to perform all acts, including negotiating, executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable to complete the transactions contemplated by, this Agreement; ; (c) vote the Covered its ▇▇▇▇▇▇▇ Shareholder Shares as contemplated in Section 1 hereof6.1; and and (d) perform its duties and fulfill the obligations of such ▇▇▇▇▇▇▇ Shareholder under this Agreement, including but not limited to, its obligations under Article VI. The appointment of the Appointed Representative and the irrevocable power of attorney and proxy granted pursuant to this Section 8.2 (i) shall be in addition to, and shall not be deemed to supersede or revoke, any other power of attorney or proxy granted hereunder, (ii) is coupled with an interest and bestows on ▇▇▇▇▇▇▇ full power to vote and act for such ▇▇▇▇▇▇▇ Shareholder with respect to the aforementioned matters, (iii) shall be effective as of the date hereunder, hereof and will terminate immediately on the Termination DateDate and (iv) shall not, without the prior written consent of ▇▇▇▇▇▇▇, be superseded or revoked by any power of attorney or proxy granted by such ▇▇▇▇▇▇▇ Shareholder simultaneously herewith or subsequent hereto. The Appointed Representative shall not be liable for any act done or omitted hereunder as Appointed Representative while acting in good faith and in the exercise of reasonable judgment. Each ▇▇▇▇▇▇▇ Shareholder shall severally in equal proportion indemnify the Appointed Representative and hold the Appointed Representative harmless against any loss or expense incurred without negligence or bad faith on the part of the Appointed Representative and arising out of or in connection with the acceptance or administration of their duties hereunder.

Appears in 2 contracts

Sources: Business Combination Agreement (ExcelFin Acquisition Corp.), Shareholder Agreements (ExcelFin Acquisition Corp.)

Appointed Representative. Each Shareholder The Securityholder appoints the Company as its or their representative (the “Appointed Representative”) as its true and lawful attorney in fact, with full power and authority in its name and on its behalf to: (a) act in the absolute discretion of the Appointed Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment of, or supplement to, this Agreement, any waiver of any condition under, or right arising out of, this Agreement, and any termination of this Agreement; (b) in general, do all things and to perform all acts, including negotiating, executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable to complete the transactions contemplated by, this Agreement; (c) vote the Covered Shares Securities as contemplated in Section 1 hereof; and (d) perform its duties and fulfill the obligations of such Shareholder the Securityholder under this Agreement. The appointment of the Appointed Representative shall be effective as of the date hereunder, and will terminate immediately on the Termination Date. The Appointed Representative shall not be liable for any act done or omitted hereunder as Appointed Representative while acting in good faith and in the exercise of reasonable judgment. Each Shareholder The Securityholder shall severally in equal proportion indemnify the Appointed Representative and hold the Appointed Representative harmless against any loss or expense incurred without negligence or bad faith on the part of the Appointed Representative and arising out of or in connection with the acceptance or administration of their duties hereunder.

Appears in 1 contract

Sources: Securityholder Support Agreement (Inpixon)