Company Agent. (a) Xxxxx Xxxxxxxx shall be constituted and appointed as agent ("Company Agent") for and on behalf of the Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Exchangeable Shares in satisfaction of claims by Parent, 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 Company Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Company Agent, and the Company Agent shall receive no compensation for his services. Notices or communications to or from the Company Agent shall constitute notice to or from each of the Company's shareholders.
(b) The Company Agent shall not be liable for any act done or omitted hereunder, as the Company 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. The Company shareholders shall severally indemnify the Company Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Company Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.
(c) The Company Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's and Acquisition Sub's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Company Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).
Company Agent. 52 10.8 Actions of the Company Agent................................ 52 10.9
Company Agent. (a) The Company agrees that Robert W. Kelley, Jr. shaxx xx xxx xxxxxx xx xxxstituted and appointed as agent and attorney-in-fact (the "Company Agent") for and on behalf of the Company (and to represent the interests of the Shareholders) from and after the Closing (i) to give and receive notices and communications, (ii) to receive notifications of the number of Holdback Shares which shall be retained by Parent and forfeited by the Shareholders in satisfaction of claims by Parent for Losses or in respect of the Adjustment Amount, (iii) to object to such notifications, (iv) 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 (v) to take all actions necessary or appropriate in the judgment of the Company Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders entitled to receive a majority of the Holdback Shares from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Company Agent, and the Company Agent shall receive no compensation for his services. Notices or communications to or from the Company Agent shall constitute notice to or from the Company and each of the Shareholders.
(b) A decision, act, consent or instruction of the Company Agent shall be final, binding and conclusive upon the Company and the Shareholders, and Parent may rely upon any decision, act, consent or instruction of the Company Agent pursuant to this Section 8.3 as being the decision, act, consent or instruction of the Company and all Shareholders. Parent is 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 Company Agent.
Company Agent. Notwithstanding any other provision of this Agreement, the Company Agent shall have the exclusive right to enforce the Company’s rights under this Agreement or any exhibit, and any action (including without limitation the granting of any consent, waiver or similar action) in the name or on behalf of the Company under this Agreement or any exhibit shall be exclusively controlled by the Company, acting through the Company Agent. The Company Agent will have full power and authority to take all actions under this Agreement that are to be taken by the Company or the Company Agent, including giving, delivering and receiving any notice, instruction, or document permitted or required by the company or the Company Agent under this Agreement and taking any all other actions specified in or contemplated by this Agreement and any and all actions which it believes are necessary or appropriate under this Agreement. Without limiting the generality of the foregoing, the Company Agent will have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment of this Agreement or thereof in its capacity as the Company Agent.
Company Agent. Each Company hereby irrevocably appoints NMS as the borrowing agent and attorney-in-fact for the Companies (“Company Agent”) which appointment shall remain in full force and effect during the term of this Agreement. Each Company hereby irrevocably appoints and authorizes the Company Agent (i) to provide Administrative Agent with all notices with respect to notices and instructions under this Agreement; (ii) to receive all notices and instructions from Agents and Lenders to the Companies under this Agreement and (iii) to take such action as the Company Agent deems appropriate on its behalf to exercise such other powers
Company Agent. Each Company hereby irrevocably appoints NMS as the borrowing agent and attorney-in-fact for the Companies (“Company Agent”) which appointment shall remain in full force and effect during the term of this Agreement. Each Company hereby irrevocably appoints and authorizes the Company Agent (i) to provide Administrative Agent with all notices with respect to notices and instructions under this Agreement; (ii) to receive all notices and instructions from Agents and Lenders to the Companies under this Agreement and (iii) to take such action as the Company Agent deems appropriate on its behalf to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Term Loans and Collateral of the Companies in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Companies in order to utilize the collective borrowing powers of the Companies in the most efficient and economical manner and at their request, and that neither Agents nor Lenders shall incur liability to any Company as a result hereof. Each Company expects to derive benefit, directly or indirectly, from the handling of the Term Loans and Collateral in a combined fashion since the successful operation of each Company is dependent on the continued successful performance of the integrated group. To induce Agents and Lenders to do so, and in consideration thereof, each Company hereby jointly and severally agrees to indemnify each Agent and Lender and hold each Agent and Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Agents and Lenders by any Company or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Term Loans and Collateral of the Companies as herein provided, (b) Agents’ and Lenders’ reliance on any instructions of the Company Agent, or (c) any other action taken by Agents and Lenders hereunder or under the other Credit Documents, except that the Companies will have no liability to the relevant Indemnitee under this Section 2.23 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnitee.
Company Agent. (a) Xxxxxxxx Xxxxxxx shall be constituted and appointed as agent ("Company Agent") for and on behalf of the Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, 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 Company Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Funds from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Company Agent. Notices or communications to or from the Company Agent shall constitute notice to or from each of the Company's shareholders.
(b) The Company Agent shall not be liable for any act done or omitted hereunder as the Company 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. The Company shareholders shall severally indemnify the Company Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Company Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.
(c) The Company Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's and Acquisition Sub's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Company Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).
Company Agent. In the event that the Merger is approved by the Stockholders as provided herein, the Stockholders shall, without any further act of any Stockholder, be deemed to have (i) consented to and approved (A) the appointment of Michel Desbard, and failing him, Xxxxx Xxxxx, as the Company Agent of the Stockholders under the Escrow Agreement and as the attorney in fact and agent for and on behalf of each Stockholder and the taking by the Company Agent of any and (B) all actions and the making of any decisions taken by him under the Escrow Agreement; (ii) agreed to indemnify and hold harmless the Company Agent for all actions so taken, absent bad faith and gross negligence.
Company Agent
