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.

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.

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.

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 Buyer Shares otherwise issuable to them are deposited in the Escrow Fund and with respect to their respective Pro Rata Portions of the Contingent Consideration, and shall be final, binding and conclusive upon each such Target shareholderShareholder, 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. 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.

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.

Actions of the Shareholders' Agent. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Target MBR shareholders for whom shares of Acquiror Quest Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target MBR shareholder, and the Escrow Agent and Acquiror Quest 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 MBR shareholder. The Escrow Agent and Acquiror Quest 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.

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.

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.

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.

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 Former Platform Shareholders for whom shares of Acquiror ESS Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholderFormer Platform Shareholder, and the Escrow Agent and Acquiror ESS 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 shareholderFormer Platform Shareholder. The Escrow Agent and Acquiror ESS 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.