Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, to: (i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security Agreements; (ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Security Agreements; (iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security Agreements; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security Agreements); (v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security Agreements; (vi) apply the Committee Reimbursement Amount to the payment of, or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5; (vii) take such other action as the Stockholder Representative Committee may deem appropriate, including: (A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements and executing and delivering an agreement of such modification or amendment; (B) taking any actions required or permitted under any of the Security Agreements; and (C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or the Security Agreements.
Appears in 1 contract
Samples: Merger Agreement (OccuLogix, Inc.)
Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to:
(i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security AgreementsAgreement;
(ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by the Parent or any other person pursuant to this Agreement or the Security AgreementsAgreement;
(iii) negotiate, undertake, compromise, defend, resolve and settle on behalf of the Selling Stockholders, any suit, proceeding or dispute arising under this Agreement between such Selling Stockholder and the Parent or the Security AgreementsSurviving Corporation;
(iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security Agreements)Agreement;
(v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security Agreements;Agreement; and
(vi) apply the Committee Reimbursement Amount to the payment of, or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5;
(vii) take such other action as the Stockholder Representative Committee may deem appropriate, including:
(A) agreeing to any modification or amendment of any of this Agreement or on behalf of the Security Agreements Selling Stockholders and executing and delivering an agreement of effecting such modification or amendment;
(B) taking any actions required or permitted under any of the Security Agreements; and
(CB) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement. The parties hereto understand and agree that the Stockholder Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all of this Agreement the above actions or any other action, and any taking or refraining from taking any or all of the Security Agreementsabove actions or any other action shall not create any duty or obligation to take or refrain from taking any later or successive action.
Appears in 1 contract
Authority After the Effective Time. From and after the Effective Time, the Stockholder Holders Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to:
(i) take all actions required or permitted by, and exercise all rights granted to, the Stockholder Holders Representative Committee in this Agreement or the Security AgreementsEscrow Agreement;
(ii) receive all notices or other documents given or to be given to the Stockholder Holders Representative Committee by Parent pursuant to this Agreement or the Security AgreementsEscrow Agreement;
(iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security AgreementsEscrow Agreement on behalf of the Participating Holders; to this Agreement or the Escrow Agreement;
(iv) subject to Section 3.6 hereof, jointly control with Parent the negotiation, conduct and settlement of any claims or proceedings relating to Dissenting Shares;
(v) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Holders Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security AgreementsEscrow Agreement);; * Confidential Treatment Requested. Omitted portions filed with the Commission.
(vvi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security AgreementsEscrow Agreement on behalf of the Participating Holders;
(vivii) apply approve of and execute amendments to this Agreement in accordance with this Agreement;
(viii) apply, out of the Committee Holders Representative Reimbursement Amount or any portion of the Escrow Funds to which the Participating Holders are entitled pursuant to this Agreement or the Escrow Agreement, to the payment of, of (or to the reimbursement of the Stockholder Holders Representative Committee for, the expenses, charges ) expenses and liabilities which the Stockholder Holders Representative Committee may incur pursuant to this Section 2.53.7;
(viiix) receive and manage the Grantback Assets pursuant to Section 6.10 hereof;
(x) receive and distribute all or any portion of the Contingent Consideration pursuant to, and in accordance with, the provisions of Section 2.7 hereof and Section 3.1 of the LLC Agreement; and
(xi) take such other action as the Stockholder Holders Representative Committee may deem appropriateappropriate on behalf of the Participating Holders, including:
(A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements Escrow Agreement and executing and delivering an agreement of any such modification or amendmentamendment agreement;
(B) taking any actions required or permitted under any of the Security AgreementsEscrow Agreement or the LLC Agreement; and
(C) all such other matters as the Stockholder Holders Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement, the Escrow Agreement or and the Security AgreementsLLC Agreement.
Appears in 1 contract
Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to:
(i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security AgreementsEscrow Agreement;
(ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Security AgreementsEscrow Agreement;
(iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement;
(iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security AgreementsEscrow Agreement;
(ivv) analyze, conduct examinations, deliver Dispute Notices, agree upon an Appraiser, and negotiate or settle any disputes or claims relating to the calculation of any Contingent Payments hereunder;
(vi) participate in and manage the defense of any Third-Party Claims, consult with Parent as to the defense of any Parent-Handled Claims, approve or withhold approval of proposed settlements of any Third-Party Claims, and take such other actions on behalf of the Participating Rights Holders as may be necessary or appropriate under Article IX of this Agreement;
(vii) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security AgreementsEscrow Agreement);
(vviii) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security AgreementsEscrow Agreement;
(viix) apply the Committee Reimbursement Amount to the payment of, of (or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges ) expenses and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5;
(viix) cause additional amounts to be withheld from Contingent Payments to the extent the Stockholder Representative Committee deems it necessary to maintain an adequate amount of funds in the Committee Reimbursement Amount to cover expenses of the Stockholder Representative Committee and, under the circumstances described in Sections 1.8(f) and 6.9(e)(vi), the Parent, up to a maximum of $250,000 at any given time; and
(xi) take such other action as the Stockholder Representative Committee may deem appropriate, including:
(A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements Escrow Agreement in accordance with the terms hereof and thereof and executing and delivering an agreement of such modification or amendment;
(B) taking any actions required or permitted under any of the Security AgreementsEscrow Agreement to protect or enforce the Participating Rights Holders’ rights thereunder; and
(C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or and the Security AgreementsEscrow Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative Committee shall be authorized, on behalf of the Company Stockholders, authorized to:
(i) take all actions required by, and exercise all rights granted to, the Stockholder Representative Committee in this Agreement or the Security AgreementsEscrow Agreement;
(ii) receive all notices or other documents given or to be given to the Stockholder Representative Committee by Parent pursuant to this Agreement or the Security AgreementsEscrow Agreement;
(iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute arising under this Agreement or the Security AgreementsEscrow Agreement;
(iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Security AgreementsEscrow Agreement);
(v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by any of this Agreement or the Security AgreementsEscrow Agreement;
(vi) apply the Committee Reimbursement Amount to the payment of, of (or to the reimbursement of the Stockholder Representative Committee for, the expenses, charges ) expenses and liabilities which the Stockholder Representative Committee may incur pursuant to this Section 2.5;
(vii) approve of and execute amendments to this Agreement in accordance with Section 10.12; and
(viii) take such other action as the Stockholder Representative Committee may deem appropriate, including:
(A) agreeing to any modification or amendment of any of this Agreement or the Security Agreements Escrow Agreement and executing and delivering an agreement of such modification or amendment;
(B) taking any actions required or permitted under any of the Security AgreementsEscrow Agreement; and
(C) all such other matters as the Stockholder Representative Committee may deem necessary or appropriate to carry out the intents and purposes of any of this Agreement or and the Security AgreementsEscrow Agreement.
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