Common use of Actions of the Shareholders' Agent Clause in Contracts

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Maxtor Corp), Agreement and Plan of Merger (I2 Technologies Inc)

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Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target Company shareholders for whom shares of Acquiror Parent Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target Company shareholder, and the Escrow Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target Company shareholder. The Escrow Agent and Acquiror Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 3 contracts

Samples: Shareholder Agreement (Digital Island Inc), Agreement and Plan of Reorganization (Sandpiper Networks Inc), Shareholder Agreement (Digital Island Inc)

Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Shareholder Indemnitors for whom shares of Acquiror Common Stock otherwise issuable to them Escrow Shares are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder Indemnitor, and the Escrow Agent and Acquiror Agile may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder Indemnitor. The Escrow Agent and Acquiror Agile are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock Escrow Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Series D-1 Holders for whom shares of Acquiror Common Stock Parent Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderSeries D-1 Holders, and the Escrow Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderSeries D-1 Holder. The Escrow Agent and Acquiror Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement of Merger (Semotus Solutions Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target the shareholders for whom shares a portion of Acquiror Common Stock the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Target shareholdershareholders, and the Escrow Depositary Agent and Acquiror Parent may rely upon any such decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholdershareholder of the Company. The Escrow Depositary Agent and Acquiror Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Plan of Reorganization (Kana Communications Inc)

Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders the Shareholders for whom shares a portion of Acquiror Common Stock the Contingent Acquisition Consideration otherwise issuable to them are is deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Target shareholderShareholders, and the Escrow Agent and Acquiror Xxxxxx may rely upon any such decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror Xxxxxx are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somera Communications Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders the Company Shareholders for whom shares of Acquiror Parent Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderthe Company Shareholder, and the Escrow Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderthe Company Shareholder. The Escrow Agent and Acquiror Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock Merger Consideration otherwise issuable to them are is deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intellisync Corp)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Shareholders for whom shares of Acquiror Common Stock Purchaser Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror Purchaser may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror Purchaser are hereby relieved from any liability Liability to any person or entity for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Share Purchase Agreement (Ravisent Technologies Inc)

Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target the former shareholders of the Company for whom shares a portion of Acquiror Common Stock the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Target shareholdershareholders, and the Escrow Agent Depositary and Acquiror the Parent may rely upon any such decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholdershareholder of the Company. The Escrow Agent Depositary and Acquiror the Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Stamps Com Inc

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders of the Company for whom shares of Acquiror Common Parent Capital Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholdershareholder of the Company, and the Escrow Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholdershareholder of the Company. The Escrow Agent and Acquiror Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target Company shareholders for whom shares of Acquiror Acquirer Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target Company shareholder, and the Escrow Agent and Acquiror Acquirer may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target Company shareholder. The Escrow Agent and Acquiror Acquirer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund Company Preferred Shareholders and Principal Shareholders and shall be final, binding and conclusive upon each such Target shareholderCompany Preferred Shareholder and Principal Shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderCompany Preferred Shareholder and Principal Shareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bea Systems Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders of the Company for whom shares of Acquiror Common New Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholdershareholders of the Company, and the Escrow Agent and Acquiror Buyer may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderstockholder of the Company. The Escrow Agent and Acquiror Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smith Micro Software Inc)

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Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders of the Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Informatica Corp)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all of the Former Target shareholders Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Former Target shareholderShareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Former Target shareholderShareholder. The Escrow Agent and Acquiror are is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Durect Corp)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders of the Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Informatica Corp)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Shareholder Indemnitors for whom shares of Acquiror Common Stock otherwise issuable to them Escrow Shares are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder Indemnitor, and the Escrow Agent and Acquiror Buyer may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder Indemnitor. The Escrow Agent and Acquiror Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany Inc)

Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Holdback Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Shareholders' Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Salon Com)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Shareholders for whom shares of Acquiror Acquirer Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror Acquirer may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror Acquirer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goamerica Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderShareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderShareholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)

Actions of the Shareholders' Agent. A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Company Shareholders for whom shares of Acquiror Common Stock Escrow Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderCompany Shareholder, and the Escrow Depositary Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderCompany Shareholder. The Escrow Depositary Agent and Acquiror Parent are hereby relieved from any liability to any person or entity for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Acquisition Agreement (Ravisent Technologies Inc)

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target shareholders Company Shareholders for whom shares of Acquiror Buyer Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderCompany Shareholder, and the Escrow Agent and Acquiror the Buyer may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Target shareholderCompany Shareholder. The Escrow Agent and Acquiror the Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visual Networks Inc)

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