Appointment of Stockholders’ Representative. For purposes of (i) negotiating and settling matters with respect to the Contingent Value Rights and (ii) taking any and all actions necessary or appropriate in the judgment of the Stockholders’ Representative on behalf of the holders of Contingent Value Rights in connection with this Agreement (as it relates to Contingent Value Rights) and the CVR Agreement (including engaging counsel, accountants or other advisors and executing any agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the foregoing, in each case to the extent permitted by the CVR Agreement), the Stockholders’ Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the holders of Contingent Value Rights, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consent on behalf of and as agent for the holders of the Contingent Value Rights at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement (as it relates to the Contingent Value Rights) and the CVR Agreement, and to facilitate the consummation of the transactions contemplated hereby (as it relates to the Contingent Value Rights) and thereby. By executing this Agreement, the Stockholders’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Stockholders’ Representative shall have the power to take any of the following actions on behalf of the holders of the Contingent Value Rights: to give and receive notices, communications and consents under this Agreement (as it relates to the Contingent Value Rights) and the CVR Agreement on behalf of the holders of Contingent Value Rights; to negotiate, enter into settlements and compromises of, resolve and comply with Law and other orders or awards of third-party intermediaries with respect to any disputes arising under the CVR Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Represe...
Appointment of Stockholders’ Representative. For purposes of this Agreement, the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative and attorney-in-fact for and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”), and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken by the Stockholders’ Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, th...
Appointment of Stockholders’ Representative. (a) Stockholders’ Representative is hereby designated by each of the Securities Holders to serve as the representative of Securities Holders with respect to the matters set forth in this Agreement to be performed by Stockholders’ Representative. The initial Stockholders’ Representative will be Xxxx XxXxxxx. Should any Stockholders’ Representative resign or be unable to serve, Securities Holders who, immediately prior to the Closing, held more than fifty percent (50%) of the voting power of the Stock (with the Warrants and Company Stock Options being considered on an as-exercised basis) shall be entitled to designate a substitute agent to serve as a successor Stockholders’ Representative, who shall be a Stockholders’ Representative for all purposes thereafter. The appointment of any such successor shall be effective on the date of such Stockholders’ Representative’s resignation or incapacity or, if later, the date on which such successor is appointed.
(b) Each Securities Holder, by approving the Merger or delivering Certificates, letters of transmittal or other documentation demonstrating participating in the Merger, hereby irrevocably appoints Stockholders’ Representative as the agent, proxy and attorney-in-fact for such Securities Holder for all purposes of this Agreement, including the full power and authority on such Securities Holder’s behalf (i) to consummate the transactions contemplated herein and any post-Closing matters; (ii) to pay such Securities Holder’s Transaction Expenses (whether incurred on or after the date of this Agreement); (iii) to hold or disburse any funds received hereunder to such Securities Holder and each other Securities Holder; (iv) to endorse and deliver the Certificates or any certificates or instruments representing Company Stock Options and Warrants and execute such further instruments of assignment as GlobalSCAPE may reasonably request; (v) to execute and deliver on behalf of such Securities Holder, any amendment or waiver in connection with this Agreement and the other agreements or documents contemplated hereby as Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (vi) to make any objection to, defend, negotiate, waive, take no action against or settle any indemnification claims of the GlobalSCAPE Indemnity Group pursuant to this Agreement, or to pay or authorize the payment of funds to the GlobalSCAPE Indemnity Group; (vii) to review, negotiate, dispute, not dispute or approve any Ne...
Appointment of Stockholders’ Representative. The provisions contained in Section 1.13 of the Merger Agreement are hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such provisions.
Appointment of Stockholders’ Representative. By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Stockholder shall be deemed to have approved Shareholder Representative Services LLC as of the Closing as the representative, agent and attorney-in-fact for each of the Stockholders for all purposes in connection with this Agreement and the agreements ancillary thereto, and to act as Stockholders’ Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 10.1 and the Ancillary Documents (the “Stockholders’ Representative”). In the event of the resignation, death or incapacity of the Stockholders’ Representative, a successor Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be appointed by a majority-in-interest of the Stockholders by execution of an instrument in writing delivered by such Stockholders to Parent.
Appointment of Stockholders’ Representative. Each Holder, by operation of the Merger and by virtue of his receipt of the merger consideration specified in Section 1.5 above, shall be deemed at the Effective Time to have appointed Xxxxx Xxxxxxx and Xxxx Xxxxx, and each of them, acting singly, with full power of substitution, the representatives and attorneys-in-fact of such Holder (the "Stockholders' Representatives"), with full power and authority in the name of and for and on behalf of such Holder to:
(a) execute and deliver on behalf of such Holder the Registration Rights Agreement and on behalf of each Other Holder an Instrument of Adherence; and
(b) to receive at the Closing and forward promptly to such Holder the stock certificates referred to in Section 1.5 above. This power of attorney, and the authority conferred hereby, being coupled with an interest, are irrevocable and shall not be terminable by any act or deed of such Holder, by the death or incapacity of such Holder, by operation of law or otherwise. Notwithstanding the foregoing, this power of attorney shall terminate in the event that the Closing has not taken place within one hundred twenty (120) days after the date hereof.
Appointment of Stockholders’ Representative. By the execution and delivery of this Agreement, including counterparts hereof, each Stockholder hereby irrevocably constitutes and appoints Xxxx X. Xxxxxx, and any successor to the foregoing person appointed pursuant to Section 9.3 below, as the true and lawful agent and attorney-in-fact (referred to in this Agreement as the "Stockholders' Representative") of such Stockholder with full power of substitution and with full power and authority to act in the name, place and stead of such Stockholder with respect to the terms and provisions of this Section 9.1, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Stockholders' Representative shall deem necessary or appropriate in connection with the powers granted under this Section 9.1, including the power:
(a) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Stockholders' Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as Stockholders' Representative and to rely on their advice and counsel;
(b) to incur expenses of sale, including fees of legal counsel and accountants incurred pursuant to the sale of the Purchased Assets, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing;
(c) to settle all claims, disputes or disagreements arising under Article II above;
(d) to settle any claims, disputes or disagreements under Article VI above;
(e) to take any action under Article X below;
(f) to approve any action hereunder which requires the consent, approval or the waiver of the Stockholders;
(g) to extend the Closing Date or change the location of the Closing; and
(h) to execute the Escrow Agreement and take any action in connection therewith.
Appointment of Stockholders’ Representative. Dx. Xxxxxxxx shall be the agent and attorney-in-fact for each of the Stockholders to act as Stockholders’ Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 10.1 and the Ancillary Documents (the “Stockholders’ Representative”). In the event of the resignation, death or incapacity of the Stockholders’ Representative, a successor Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders’ Representative.
Appointment of Stockholders’ Representative. Each Stockholder agrees that, following the Closing, Jxxxxxx Xxxx is irrevocably appointed as the “Stockholder Representative” to act on behalf of such Stockholder in accordance with and pursuant to the Merger Agreement, including (all as more completely provided in the Merger Agreement) to give and receive notices and communications and settle disputes regarding either the Escrow Fund or the amounts of consideration to be paid to the Stockholders pursuant to the Escrow Agreement, to authorize delivery to Acquiror of cash from the Escrow Fund in satisfaction of claims by Acquiror, 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, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing; and that Acquiror shall be entitled to deal exclusively with the person serving as the Stockholder Representative on all matters relating to the Merger Agreement and the 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 Stockholder by the Stockholder Representative, and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholder Representative, as fully binding upon such Stockholder.
Appointment of Stockholders’ Representative. (a) Appointment. Without further action of any of the Corporation, the Stockholders Representative or any Stockholder, and as partial consideration of the benefits conferred by this Agreement, the Stockholders Representative is hereby irrevocably constituted and appointed, with full power of substitution, to act in the name, place and stead of each Stockholder with respect to the taking by the Stockholders Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders Representatives under this Agreement (and any potential agreement with the Corporation to terminate this Agreement earlier than such time as is provided in Section 4.01 provided that any payment made by the Corporation upon such an early termination shall be paid to each Stockholder based on such Stockholder’s Applicable Percentage). The power of attorney granted herein is coupled with an interest and is irrevocable and may be delegated by the Stockholders Representatives. No bond shall be required of the Stockholders Representatives, and the Stockholders Representatives shall receive no compensation for its services.
