Authorization of the Agent Clause Samples

Authorization of the Agent. The Subscriber irrevocably authorizes the Agent, in its discretion, to act as the Subscriber's representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber's place and stead: (1) to receive certificates representing the Purchased Shares and the Warrants, to execute in the Subscriber's name and on its behalf all closing receipts and required documents, and to complete and correct any document relating to the transactions contemplated by this Subscription Agreement and the Agency Agreement; (2) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber's benefit contained in this Subscription Agreement, the Agency Agreement or any ancillary or related document; (3) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine; and (4) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement and to negotiate, settle and amend the terms of the Warrants.
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Authorization of the Agent. The Subscriber irrevocably authorizes the Agent in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead: (a) to receive certificates representing the Common Shares and Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units; (b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement or any ancillary or related document in its absolute discretion, and as deemed appropriate; (c) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine; and (d) to authorize ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP to release the funds representing the Subscription Price to the Corporation.
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Authorization of the Agent. The Subscriber irrevocably authorizes the Agent, in its discretion, acting reasonably, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead: (a) to receive the certificates representing the Unit Securities, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Subscribed Units and to exercise any rights of termination contained in the Agency Agreement; (b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document; and (c) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine.
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Authorization of the Agent. The Subscriber irrevocably authorizes the Agent, in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead: (a) to receive certificates representing the Underlying Securities, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Purchased Securities and to exercise any rights of termination contained in the Agency Agreement; (b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document; (c) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine; and (d) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement. The Subscriber shall have the benefit of the representations and warranties made by the Corporation to the Agent and set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Subscription Agreement and shall survive the closing of the purchase and sale of the Offered Securities and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Agency Agreement.
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Authorization of the Agent. Upon adoption of this Agreement by the Board of Directors of the Company and approval of this Agreement by the Company Shareholders pursuant to the Certificate of Incorporation and By-Laws of the Company and the applicable provisions of the DGCL, Andal hereby is appointed, authorized and empowered to act, as a representative, on behalf of the Company Shareholders (other than any holder of Dissenting Shares), in connection with any and all activities to be performed by or on behalf of the Company Shareholders (other than any holder of Dissenting Shares) under this Agreement, the Escrow Agreement and the Expense Escrow Agreement and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims for indemnification brought under Article 10 or Section 11.2 of this Agreement or Section 3 of the Escrow Agreement) (Andal, acting in such representative capacity shall be referred to herein as the "Agent"), for the purposes and with the powers and authority set forth herein or in the Escrow Agreement or the Expense Escrow Agreement or in such other agreement, document, instrument or certificate, which shall include, without limitation, the power and authority: (a) To execute and deliver this Agreement, the Escrow Agreement in substantially the form annexed to this Agreement as Exhibit 2.2(b)(iii) hereto, and the Expense Escrow Agreement in substantially the form annexed to this Agreement as Exhibit 2.9(c)(ii) (with such modifications or changes therein as to which the Agent, in its sole discretion, shall have consented) and to agree to such amendments or modifications hereto or thereto as the Agent, in its sole discretion, may deem necessary or desirable; (b) To execute and deliver such notices, waivers and consents in connection with this Agreement, the Escrow Agreement or the Expense Escrow Agreement and the consummation of the transactions contemplated hereby or thereby as the Agent, in its sole discretion, may deem necessary or desirable;
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Authorization of the Agent. The Subscriber (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) irrevocably authorizes the Agent in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead: (a) to receive certificates representing the Purchased Securities, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Subscription Receipts and to exercise any rights of termination contained in this Agreement; (b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement or any ancillary or related document; and (c) to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine.
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Authorization of the Agent. The Subscriber (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) authorizes the Agent in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead: (a) to represent the Subscriber at the Closing, to receive certificates representing the Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, and to exercise any rights of termination contained in the Agency Agreement; (b) to extend such time periods and to modify or waive, in whole or in part, any representations, warranties, covenants or conditions in the Agency Agreement or any ancillary or related document in its absolute discretion; (c) to terminate this Subscription Agreement and/or the Agency Agreement, in such manner and on such terms and conditions as the Agent in its sole discretion may determine; and (d) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.
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Authorization of the Agent. The Subscriber authorizes the Agent, on behalf of the Agent, in their discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, on behalf of the Agent, with full power of substitution, as its agent to act in the best interests of the Subscriber: (a) to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any manifest errors or omissions in any form or document provided by the Subscriber, including this Subscription Agreement and the Schedules hereto, in connection with the subscription for the Purchased Units and to exercise any rights of termination contained in the Agency Agreement; (b) to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in the Agency Agreement or any ancillary or related document other than this Agreement, provided that any waiver will not adversely prejudice any rights or entitlements of the Subscriber; (c) to terminate, prior to Closing, this Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in their discretion may determine, acting reasonably; and (d) without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement and any ancillary documents in connection with the Offering.
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Related to Authorization of the Agent

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Authorization of Notes The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Authorization of the Notes The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Authorization of the Servicer (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent. (b) After an Early Termination Event has occurred and is continuing, at the Administrative Agent’s direction, the Servicer shall take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Transferred Loans; provided, however, that the Administrative Agent may, at any time that an Early Termination Event has occurred and is continuing, notify any Obligor with respect to any Transferred Loans of the assignment of such Transferred Loans to the Administrative Agent and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lock-box or other account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Loans and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall give written notice to any Successor Servicer of the Administrative Agent’s actions or directions pursuant to this Section 7.3(b), and no Successor Servicer shall take any actions pursuant to this Section 7.3(b) that are outside of its Credit and Collection Policy.