Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders 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 stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholder. 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 Stockholders' Agent.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Quintus Corp), Merger Agreement (Ods Networks Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' ’ Agent shall constitute a decision of all Target stockholders Stockholders for whom shares of Acquiror Common Stock the Merger Consideration otherwise issuable payable to them are deposited in is set aside and held by Acquiror as part of the Escrow Fund and shall be final, binding and conclusive upon each such Target stockholderStockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' ’ Agent as being the decision, act, consent or instruction of each and every such Target stockholderStockholder. The Escrow Agent and Acquiror are is 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 Stockholders' ’ Agent.
Appears in 2 contracts
Samples: Merger Agreement (Innovus Pharmaceuticals, Inc.), Merger Agreement (Adventrx Pharmaceuticals Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' ’ Agent shall constitute a decision of all of the former Target stockholders 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 stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' ’ Agent as being the decision, act, consent or instruction of each and every such former Target stockholder. 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 Stockholders' ’ Agent.
Appears in 2 contracts
Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' ’ Agent shall constitute a decision of all Target stockholders Indemnifying Parties for whom shares of Acquiror Common Stock the Merger Consideration otherwise issuable payable to them are deposited in is released to Acquiror from the Escrow Fund with respect to the matters set forth herein and shall be final, binding and conclusive upon each such Target stockholderIndemnifying Party, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' ’ Agent as being the decision, act, consent or instruction of each and every such Target stockholderIndemnifying Party. The Escrow Agent and Acquiror are is hereby relieved from any liability to any person Person for any acts done by them Acquiror in accordance with such decision, act, consent or instruction of the Stockholders' ’ Agent.
Appears in 2 contracts
Samples: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders Principal Stockholders 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 stockholderPrincipal Stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderPrincipal Stockholder. 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 Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target the Company stockholders 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 the Company stockholder, and the Escrow Agent and Acquiror Parent may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target the Company stockholder. 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 Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders Company Stockholders 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 stockholder, and the Company Stockholder. The Escrow Agent and the Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderCompany Stockholder. The Escrow Agent and the 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 Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' ’ Agent shall constitute a decision of all Target Seller stockholders for whom shares of Acquiror Common Stock Buyer Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target Seller stockholder, and the Escrow Agent and Acquiror Buyer may rely upon any decision, act, consent or instruction of the Stockholders' ’ Agent as being the decision, act, consent or instruction of each and every such Target Seller stockholder. 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 Stockholders' ’ Agent.
Appears in 1 contract
Samples: Merger Agreement (Velti PLC)
Actions of the Stockholders’ Agent. A decision, act, consent, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders Company Stockholders 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 stockholderCompany Stockholder, and the Escrow Agent and Acquiror the Buyer may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderCompany Stockholder. The Escrow Agent and Acquiror the Buyer are hereby relieved relived from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' ’ Agent shall constitute a decision of all Target stockholders Stockholders for whom shares of Acquiror Common Stock Merger Consideration otherwise issuable to them are is deposited in the Escrow Fund Account and shall be final, binding and conclusive upon each such Target stockholderStockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' ’ Agent as being the decision, act, consent or instruction of each and every such Target stockholderStockholder. 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 Stockholders' ’ Agent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or ---------------------------------- instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders 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 stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholder. 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 Stockholders' Agent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kana Communications Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target the stockholders 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 stockholderstockholders, and the Escrow Depositary Agent and Acquiror Parent may rely upon any such decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderstockholder 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 Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or ---------------------------------- instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders 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 stockholderStockholders, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderStockholder. 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 Stockholders' Agent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cacheflow Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders of the Stockholders 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 stockholderStockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderStockholder. 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 Stockholders' Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A decision, act, consent or ---------------------------------- instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders Stockholders for whom shares of Acquiror Common Stock Merger Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target stockholderStockholder, and the Escrow Agent and Acquiror Buyer may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderStockholder. 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 Stockholders' Agent.
Appears in 1 contract
Samples: Merger Agreement (Fonix Corp)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all Target stockholders Papyrus Stockholders for whom shares of Acquiror Common Stock Merger Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target stockholderPapyrus Stockholder, and the Escrow Agent and Acquiror Buyer may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Target stockholderPapyrus Stockholder. 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 Stockholders' Agent.
Appears in 1 contract
Samples: Merger Agreement (Fonix Corp)