Appointment of Stockholders’ Agent Sample Clauses

Appointment of Stockholders’ Agent. The Selling Stockholders, and each of them, hereby irrevocably constitute and appoint Willxxx X. Xxxxxx xxxh an address at 21470 X. Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxx 00000 (xxe "Stockholders' Agent") as their agent and attorney-in-fact to modify, amend, or otherwise change this Acquisition Agreement, or any of its terms or provisions (including modifications, amendments, or changes subsequent to Closing), to take all actions and to execute all documents (including all actions and documents required under Article VII hereof) necessary or desirable to consummate the transactions contemplated by this Acquisition Agreement, to tender their shares of Company Capital Stock pursuant to this Acquisition Agreement and to accept the Acquisition Consideration in connection therewith and to take all actions, to execute all documents that may be necessary or desirable in connection therewith (including, without limitation, delivery of the certificates for their shares of Company Capital Stock and execution of such powers of attorney or other instruments as may be necessary to comply with this Acquisition Agreement), to give and receive consents and all notices hereunder, to negotiate and settle claims for indemnification under Article IX hereof, and to perform any other act arising under or pertaining to this Acquisition Agreement and the transactions contemplated hereby. The Selling Stockholders, and each of them, agree that service of process upon the Stockholders' Agent in any action or proceeding arising under or pertaining to this Acquisition Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and any claim by IDG or Newco against the Selling Stockholders, or any of them, in respect to this Acquisition Agreement may be asserted against, and settled with, said
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Appointment of Stockholders’ Agent. (a) Without any further act of any Company Stockholder, Qualifying Option Holder, or Bonus Pool Recipient, Stockholders’ Agent is hereby irrevocably constituted and appointed as agent and true and lawful attorney in fact for each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. (b) Stockholders’ Agent will act as the representative of each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient, and is authorized to act on behalf of each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient under this Agreement and any other Transaction Document or in connection with the Merger or any of the Other Transactions, including receipt of any notice or service of process in connection with any Claim (all of which will be deemed delivered or served upon all Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients upon delivery to Stockholders’ Agent). No bond shall be required of Stockholders’ Agent, and Stockholders’ Agent shall receive no compensation for his services. Notices or communications from Stockholders’ Agent shall constitute notices or communications from each of the Company Stockholders, Qualifying Option Holders, and Bonus Pool Recipients. (c) Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient shall severally indemnify Stockholders’ Agent and hold him harmless against any loss, Liability or expense incurred without gross negligence or bad faith on the part of Stockholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder to the extent that the Representative Fund is not sufficient to cover any such amounts.
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Appointment of Stockholders’ Agent. Xxxx Xxxxxx shall be constituted and appointed as Stockholders’ Agent (the “Stockholders’ Agent”) for and on behalf of the Target Stockholders for purposes of this Agreement. The Stockholders’ Agent is authorized to give and receive notices and communications, to direct the Target Stockholders to deliver to Acquiror any Indemnification Shares, 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 Stockholders’ Agent for the accomplishment of the foregoing and to execute any amendments of this Agreement as provided in this Merger Agreement. The Stockholders’ Agent shall receive no compensation for his or her services. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of the Target Stockholders.
Sample 1
Appointment of Stockholders’ Agent. By executing this Agreement, each Stockholder hereby designates and appoints the Stockholders Agent as such Stockholder's representative and attorney-in-fact for and on behalf of such Stockholder with full power of substitution to: (i) receive and accept service of any and all notices under this Agreement on such Stockholder's behalf, (ii) waive on behalf of such Stockholder any of the conditions to Closing set forth in Article VIII hereof and (iii) to receive and accept stock certificates representing the Consideration or any shares of Common Stock into which any portion of such Consideration may be converted.
Sample 1

Related to Appointment of Stockholders’ Agent

  • 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 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 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 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 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 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 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 Rights Agent The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable.

  • Appointment of Stewards A. The Union will certify to the Employer in writing a xxxxxxx or stewards and alternates in accordance with the following general guidelines. Where more than one xxxxxxx is appointed, one shall be designated chief xxxxxxx. The selection and appointment of stewards or chief stewards is the sole and exclusive function of the Union. Stewards will be certified to represent employees in specific work location(s) on their tour; provided no more than one xxxxxxx may be certified to repre- sent employees in a particular work location(s). The number of stewards certified shall not exceed, but may be less than, the number provided by the formula hereinafter set forth. Employees in the same craft per tour or station Up to 49 1 xxxxxxx 50 to 99 2 stewards 100 to 199 3 stewards 200 to 499 5 stewards 500 or more 5 stewards plus additional xxxxxxx for each 100 employees B. At an installation, the Union may designate in writing to the Employer one Union representative actively employed at that installation to act as a xxxxxxx to investigate, present and adjust a specific grievance or to investigate a specific problem to deter- mine whether to file a grievance. The activities of such Union representative shall be in lieu of a xxxxxxx designated under the formula in Section 2.A and shall be in accordance with Section 3. Payment, when applicable, shall be in accordance with Section 4. C. To provide xxxxxxx service to installations with twenty or less craft employees where the Union has not certified a xxxxxxx, a Union representative certified to the Employer in writing and compensated by the Union may perform the duties of a xxxxxxx. D. At the option of the Union, representatives not on the Employer’s payroll shall be entitled to perform the functions of a xxxxxxx or chief xxxxxxx, provided such representatives are certified in writing to the Employer at the area level and providing such rep-

  • APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

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