Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all the Common Stockholders and shall be final, binding and conclusive upon each such Common Stockholder, and the Escrow Agent and 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 Stockholder. The Escrow Agent and 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 2 contracts
Samples: Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ ' Agent shall constitute a decision of all of the Common Stockholders Company stockholders and shall be final, binding and conclusive upon each such Common Stockholderand every Company stockholder, and the Escrow Agent and 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 StockholderCompany stockholder. The Escrow Agent and 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 2 contracts
Samples: Merger Agreement (Phone Com Inc), Merger Agreement (Quantum Corp /De/)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all of the Common Stockholders Indemnifying Persons and shall be final, binding and conclusive upon each such Common Stockholderand every Company Holder, and the Escrow Agent Agent, Parent, Merger Sub, the Company and Parent the Surviving Corporation 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 StockholderCompany Holder. The Escrow Agent and Parent 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 2 contracts
Samples: Merger Agreement (US Oncology Holdings, Inc.), Merger Agreement (McKesson Corp)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ Stockholders Agent shall constitute a decision of all of the Common Stockholders for purposes of indemnification under this Agreement and the Escrow Agreement and shall be final, binding and conclusive upon each such Common Stockholder, and the Escrow Agent and Parent Acquiror may rely upon any decision, act, consent or instruction of the Stockholders’ Stockholders Agent as being the decision, act, consent or instruction of each and every such Stockholder. The Escrow Agent and Parent 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’ 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 of the Common Stockholders Company Securityholders and shall be final, binding and conclusive upon each such Common StockholderCompany Securityholder, and the Escrow Agent and Parent the Indemnified Parties 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 Stockholdersuch Company Securityholder. The Escrow Agent and Parent the Indemnified Parties 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 (Efj Inc)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all of the Common Company Stockholders and shall be final, binding and conclusive upon each such Common and every Company Stockholder, and the Escrow Agent Agent, Purchaser and Parent the Company 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 Company Stockholder. The Escrow Agent and Parent Purchaser are hereby relieved from any liability 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: Stock Purchase Agreement (LOCAL.COM)
Actions of the Stockholders’ Agent. A decision, act, consent or ---------------------------------- instruction of the Stockholders’ ' Agent shall constitute a decision of all of the Common Stockholders and shall be final, binding and conclusive upon each such Common Stockholder, and the Escrow Agent and Parent 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 Stockholder. The Escrow Agent and Parent 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: Merger Agreement (Cybersource Corp)
Actions of the Stockholders’ Agent. A From and after the Effective Time, a decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all the Common Stockholders Company Securityholders and shall be final, binding and conclusive upon each such Common StockholderCompany Securityholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders’ Agent as being the decision, act, consent or instruction of each Company Securityholder. Guarantor, Parent and every Stockholder. The Escrow Agent and Parent the Surviving Corporation are hereby relieved from any liability to any person for any acts done by them Stockholders’ Agent and any acts done by Parent or the Surviving Corporation in accordance with any such decision, act, consent or instruction of the Stockholders’ Agent.
Appears in 1 contract
Actions of the Stockholders’ Agent. A From and after the Effective Time, a decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all the Common Stockholders Company Holders and shall be final, binding and conclusive upon each such Common StockholderCompany Holder, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders’ Agent as being the decision, act, consent or instruction of each Company Holder. Parent and every Stockholder. The Escrow Agent and Parent Surviving Corporation are hereby relieved from any liability to any person for any acts done by them Stockholders’ Agent and any acts done by Parent or Surviving Corporation in accordance with any such decision, act, consent or instruction of the Stockholders’ Agent.
Appears in 1 contract
Samples: Merger Agreement (Teva Pharmaceutical Industries LTD)
Actions of the Stockholders’ Agent. A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all the Common Stockholders TARGET Indemnifying Persons and shall be final, binding and conclusive upon each such Common StockholderTARGET stockholder or Management Member, and the Escrow Agent and Parent PURCHASER 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 Stockholdersuch TARGET stockholder or Management Member. The Escrow Agent and Parent PURCHASER 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 the Common HOVRS Stockholders and shall be final, binding and conclusive upon each such Common HOVRS Stockholder, and the Escrow Agent and Parent Acquirer 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 HOVRS Stockholder. The Escrow Agent and Parent Acquirer 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: Merger Agreement (Goamerica Inc)