Common use of Appointment of Stockholders’ Agent Clause in Contracts

Appointment of Stockholders’ Agent. The Selling Stockholders, and each of them, hereby irrevocably constitute and appoint Robert Schaefer with an address at 644 Antone Street, Suite 3, Atlantx, XX 00000 (xxe "Stockholders' Agexx") xx xxxxx xxxxx and attorney-in-fact to modify, amend, or otherwise change this 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 necessary or desirable to consummate the transactions contemplated by this Agreement, to tender their Shares pursuant to this Agreement and to accept the Merger 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 and execution of such powers of attorney or other instruments as may be necessary to comply with this Agreement), to give and receive consents and all notices hereunder, to negotiate and settle claims for indemnification under Article VI hereof, and to perform any other act arising under or pertaining to this 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 Merger Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and any claim by Buyer or Newco against the Selling Stockholders, or any of them, in respect to this Agreement may be asserted against, and settled with, said Stockholders' Agent. The Stockholders' Agent shall be deemed to have accepted the appointment herein upon his execution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Launch Media Inc)

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Appointment of Stockholders’ Agent. The Selling Stockholders, and each of them, hereby irrevocably constitute and appoint Robert Schaefer David J. Schreiner with an address at 644 Antone Street1207 N. Prescott, Suite 3Wichxxx, AtlantxXxxxxx, XX 00000 (xxe the "Stockholders' AgexxXxxxx") xx xxxxx xxxxx xxxir agent and attorney-in-fact to modify, amend, or otherwise change this Merger 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 Merger Agreement, to tender their Shares shares of Company Capital Stock pursuant to this Merger Agreement and to accept the Merger 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 shares of Company Capital Stock and execution of such powers of attorney or other instruments as may be necessary to comply with this Merger Agreement), to give and receive consents and all notices hereunder, to negotiate and settle claims for indemnification under Article VI IX hereof, and to perform any other act arising under or pertaining to this Merger 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 Merger Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and any claim by Buyer IDG or Newco against the Selling Stockholders, or any of them, in respect to this Merger Agreement may be asserted against, and settled with, said Stockholders' Agent. The Stockholders' Agent shall be deemed to have accepted the appointment herein upon his execution of this Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

Appointment of Stockholders’ Agent. The Selling Stockholders, and each of them, hereby irrevocably constitute and appoint Robert Schaefer with Willxxx X. Xxxxxx xxxh an address at 644 Antone Street21470 X. Xxxxxxxx Xxxx, Suite 3Xxxx Xxxx, Atlantx, XX Xxxxxx 00000 (xxe "Stockholders' AgexxAgent") xx xxxxx xxxxx 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 shares of Company Capital Stock pursuant to this Acquisition Agreement and to accept the Merger 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 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 VI 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 Merger Acquisition Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and any claim by Buyer 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 Stockholders' Agent. The Stockholders' Agent shall be deemed to have accepted the appointment herein upon his execution of this Agreement.said

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Industrial Distribution Group Inc)

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Appointment of Stockholders’ Agent. The Selling Stockholders, and each of them, hereby irrevocably constitute and appoint Robert Schaefer with Dougxxxx X. Xxxxx xxxh an address at 644 Antone Street1894 Xxxxxxxxxxxx Xxxxx, Suite 3Xxxxxxx, Atlantx, XX Xxxxxxx 00000 (xxe "Stockholders' AgexxAgent") xx xxxxx xxxxx 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 shares of Company Capital Stock pursuant to this Acquisition Agreement and to accept the Merger 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 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 VI 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 Merger Acquisition Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and any claim by Buyer 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 Stockholders' Agent. The Stockholders' Agent shall be deemed to have accepted the appointment herein upon his execution of this Acquisition Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

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