Appointment of Shareholders’ Agent Sample Clauses

Appointment of Shareholders’ Agent. Xxxxxx Xxxxx shall be, and hereby is, constituted and appointed as Shareholders’ Agent (the “Shareholders’ Agent”) for and on behalf of the Company Shareholders for purposes of this Agreement. The Shareholders’ Agent is authorized to give and receive notices and communications, to deliver to Parent the Promissory Notes, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and to execute any amendments of this Agreement as provided in this Merger Agreement. The Shareholders’ Agent shall receive no compensation for his or her services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Company Shareholders.
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Appointment of Shareholders’ Agent. Section 10.1.1 The Indemnitors hereby irrevocably appoint Xxxxxx X. Xxxx as their agent for purposes of this Agreement, and Xxxxxx X. Amir hereby accepts his appointment as the Shareholders’ Agent. Purchaser shall be entitled to deal exclusively with the Shareholders’ Agent on all matters relating to this Agreement (including any amendments hereto) and the Indemnification Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders’ Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders’ Agent, as fully binding upon such Indemnitor. If the Shareholders’ Agent shall die, become disable or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Purchaser of the identity of such successor. Any such successor shall become the “Shareholders’ Agent” for purposes of this Agreement. If for any reason there is no Shareholders’ Agent at any time, all references herein to the Shareholders’ Agent shall be deemed to refer to the Indemnitors. The Shareholders’ Agent shall not be responsible for any act done or omitted thereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment. The Indemnitors shall jointly and severally indemnify the Shareholders’ Agent and hold the Shareholders’ Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of the duties of the Shareholders’ Agent hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Shareholders’ Agent. Section 10.1.2 All notices to be sent to any Indemnitor pursuant to this Agreement or any other agreement contemplated hereby or delivered in connection herewith may be addressed to the Shareholders’ Agent and any notice so sent or delivered shall be deemed proper and sufficient notice to each Indemnitor hereunder. The Indemnitors hereby consent and agree that the Shareholders’ Agent is authorized to accept and deliver notice on behalf of each Indemnitor pursuant hereto and pursuant t...
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Appointment of Shareholders’ Agent. By action of the holders of ---------------------------------- at least two thirds of the outstanding shares of capital stock of the Company (calculated on an as if converted basis) shall have appointed an individual, reasonably acceptable to the Parent, to act as their agent and attorney-in-fact in the manner contemplated by Article 7 (the "Shareholders' Agent"), who shall ------------------- have signed an agreement to be bound to this Agreement as Shareholders' Agent.
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Appointment of Shareholders’ Agent. 47 12.8 Tax-free Exchange for Seller......................................................... 48 ARTICLE 13 INDEMNIFICATION
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Appointment of Shareholders’ Agent. 23 9.7 MODIFICATION....................................................... 24 9.8 NOTICES............................................................ 24 9.9
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Appointment of Shareholders’ Agent. Hamid Shojaee will xx xxx xxxxxxentative ("Representative") of the interest of Shareholders for all purposes of this Agreement. Without giving notice to shareholders, the Representative shall have full and irrevocable authority on behalf of Shareholders to (a) Deal with the other parties to this Agreement, (b) Accept the FBR shares or any other amounts payable by the other parties to this Agreement, (c) Accept and give notices and other communications relating to this Agreement, (d) Settle any dispute relating to the terms of this Agreement, (e) Waive any condition to the obligations of the Shareholders found in this Agreement, (f) Modify or amend this Agreement, except with respect to the number of FBR Shares to be received by each Shareholder, (g) Execute any instrument or document that Representative may determine is necessary or desirable in the exercise of his authority under this paragraph 9.5, and (h) Act on behalf of the Shareholders in connection with all matters relating to this Agreement and the transactions contemplated hereby. Notwithstanding and prevailing over any contrary provision of this Agreement, except for his criminal acts (acts which would constitute crimes were they prosecuted therefor and convicted thereof), acts constituting bad faith or acts constituting willful misconduct, the Representative is not and shall not in any way be liable to the Shareholders for any acts or omissions taken in his capacity as Representative, either directly or indirectly, in connection with this Agreement or the transaction contemplated hereby.
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Related to Appointment of Shareholders’ Agent

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

  • Stockholders’ Agent (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, 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 of the Company Stockholders. 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.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows: 1. For a period of up to twenty (20) business days following the Notice of Default, the Holders shall confer among themselves as to the appointment of a Representative. 2. If at any time during such twenty (20) day period, the Holders of a majority of the Notes, measured by the original Principal Amount of each such Note (a “Majority”), agree as to the appointment of a Representative, that person shall be the Representative.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

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