Securityholder Agent. For purposes of this Agreement, -------------------- immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's stockholders, and as further confirmed by each holder of Shares and Company Warrants upon execution and delivery in accordance with the instructions set forth therein of the letter of transmittal contemplated by Section 1.10(b), and, without any further action on the part of any such holder, each holder of Shares or Company Warrants shall be deemed to have consented to the appointment of Xxxx Xxxxxxx, as his, her or its representative and the attorney-in-fact for and on behalf of each such holder of Shares or Company Warrants, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, the Escrow Agreement and the Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Survival Period Indemnification Claims or Excess 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 Survival Period Indemnification Claims or Excess Indemnification Claims, (iv) resolve any Survival Period Indemnification Claims and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Escrow Agreement and the Registration Rights Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each holder of Shares or Company Warrants with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Survival Period Indemnification Claims and Excess Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The holders of Shares or Company Warrants will be bound by all actions taken by the Securityholder Agent in connection with this Agreement or the Escrow Agreement or, to the extent provided therein, the Registration Rights Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent...
Securityholder Agent. There shall be a Securityholder Agent appointed and acting for the Company Stockholders in accordance with Section 7.2(g).
Securityholder Agent. Section 7.4......................45 Share(s) .............................................................Section 1.8(a)....................3
Securityholder Agent. (a) In the event that the Merger is approved by Target's stockholders and as a result of such approval, effective upon such vote, and without any further act of any Target stockholder, Generation Partners shall be constituted and appointed as agent and attorney-in-fact (the "Securityholder Agent") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares, Primary Escrow Cash and Secondary Escrow Cash or other property from the Primary Escrow Fund and Secondary Escrow Fund, as the case may be, 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 Securityholder Agent for the accomplishment of the foregoing. All actions of the Securityholder Agent shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than twenty (20) days' prior written notice to Acquiror. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall receive no compensation for services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Former Target Stockholders.
(b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Stockholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Securityholder Agent and hold harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of duties under this Agreement or the Escrow Agreement.
(c) The Securityholder Agent shall have reasonable access to information about Target and Acquiror and the reasonable assistance of Target's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article X, provided that the Securityholder -------- Agent shall treat confidentia...
Securityholder Agent. Preamble..................... 1
Securityholder Agent. (a) By approving the Merger or by surrendering or delivering the Requisite Documentation to the Paying Agent in exchange for the applicable consideration to be paid in accordance with in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e), each Seller irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Bxxxxxxx Xxxxxx as the true and lawful agent, representative and attorney-in-fact of all Sellers and each of them (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Sellers hereunder to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Sellers or any Seller, to or from Acquirer (on behalf of itself or any other Acquirer Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement or such other agreement, document or instrument expressly contemplates that any such notice, instruction or communication shall be given or received by each or any Seller individually), (iii) act for the Sellers with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Acquirer of any amount from the Indemnity Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Acquirer Indemnified Person, including by not objecting to such claims) pursuant to this ARTICLE VII, (iv) object to such claims pursuant to Section 7.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, suc...
Securityholder Agent. The provisions of Section 9.2(c), Section 9.2(f), Section 9.2(g), Section 9.2(h) and Section 9.2(i) shall apply to any acts taken by the Securityholder Agent pursuant to this Section 2.11 and Schedule 2.11.
Securityholder Agent. 55, 67 Series A Preferred Stock.....................................................35
Securityholder Agent. 49 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.............................................. 50
Securityholder Agent. 6.12.1 Upon consummation of the transactions contemplated herein, and without further act of any Principal Vendor, Luke Crosbie, of Hibernia Capital Partners Limited shalx xx xxxxxnted attorney-in-fact (the "Securityholder Agent") for each Principal Vendor for and on behalf of -------------------- each such Principal Vendor, to give and receive notices and communi-ca-tions, to authorize delivery to the Purchaser of the Escrow Shares from the Escrow Fund (as defined in the Escrow Agreement) in satisfaction of claims by Purchaser under the warranty provisions contained in Clause 4.1 hereof, 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, to execute and deliver any forms or other documents to effect the transfer of all or part of the Escrow Shares and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Principal Vendors.
6.12.2 Each decision, act, consent or instruction of the Securityholder Agent shall constitute a decision of all the Vendors for whom a portion of the Escrow Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each Vendor and their successors or transferees, and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Securityholder Agent as being the decision, act, consent or instruction of each every Principal Vendor. The Escrow Agent and the Purchaser are 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 Securityholder Agent.
6.12.3 The agency described in this Clause 6.12 may be changed by the Principal Vendors from time to time upon not less than thirty (30) days prior written notice to the Purchaser; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Shares agree to such removal and to the identity of the substituted agent. The Securityholder Agent may resign upon not less than thirty (30) days prior written notice to the Purchaser and to all holders of an interest in the Escrow Shares. Any vacancy in the position of Securityholder Agent may...
