Resolution of Conflicts. (a) In case the Stockholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Softbank America Inc)
Resolution of Conflicts. (a) In case the StockholdersShareholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the StockholdersShareholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the StockholdersShareholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan (Yahoo Inc)
Resolution of Conflicts. (a) In case the Stockholders' Agents ’ Agent shall so object in writing to any claim or claims by Acquiror made in any Officer's ’s Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agents’ Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents ’ Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents ’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc)
Resolution of Conflicts. (a) In case the Stockholders' Agents shall so object in writing to any claim or claims by Acquiror Mpath made in any Officer's Certificate, Acquiror Mpath shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents and Acquiror Mpath shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents and Acquiror Mpath should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the applicable Escrow Fund in accordance with the terms of the memorandum.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mpath Interactive Inc/Ca), Agreement and Plan of Merger (Mpath Interactive Inc/Ca)
Resolution of Conflicts. (a) In case the StockholdersShareholders' Agents Agent shall so object in writing to any claim or claims by Acquiror Endosonics made in any Officer's Certificate, Acquiror Endosonics shall have thirty (30) days to respond in a written statement to the objection of the StockholdersShareholders' AgentsAgent. If after such thirty (30) day period there remains a dispute as to any claims, the StockholdersShareholders' Agents Agent and Acquiror Endosonics shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agents Agent and Acquiror Endosonics should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Endosonics Corp)
Resolution of Conflicts. (a) In case the Stockholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.shall
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspect Telecommunications Corp)
Resolution of Conflicts. (a) In case the StockholdersShareholders' Agents Agent shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the StockholdersShareholders' AgentsAgent. If after such thirty (30) day period there remains a dispute as to any claims, the StockholdersShareholders' Agents Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agents Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 1 contract
Resolution of Conflicts. (a) In case the Stockholders' Agents Agent or Acquiror, as applicable shall so object in writing to any claim or claims by Acquiror made in any Acquiror's Officer's Certificate or Stockholders' Agent Certificate, Acquiror the non-objecting party shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agentsobjection. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum 36 42 and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum.
Appears in 1 contract