Shareholder Agent. At the Effective Time, and without further ----------------- act of any party, Xxxx X. Xxxxxx shall be appointed as agent and attorney-in- fact (the "Shareholder Agent") for each shareholder of OptaPhone (except such ----------------- shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the California Law), for and on behalf of shareholders of OptaPhone, to give and receive notices and communications, to authorize payment to Zhone of amounts from the Escrow Fund in satisfaction of claims by Zhone, to object to such payments, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of OptaPhone from time to time upon not less than thirty (30) days prior written notice to Zhone; provided that the Shareholder Agent may not be removed unless holders of at least a majority in an interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent relating to the Escrow Fund shall constitute notice to or from each of the shareholders of OptaPhone. The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith. The shareholders of OptaPhone on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent relating to the Escrow Fund shall constitute a decision of all OptaPhone Shareholders, and shall be final, binding and conclusive upon each ...
Shareholder Agent. For purposes of this Agreement, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Shareholders, and without any further action on the part of any such Shareholders, each Shareholder and Noteholder shall be deemed to have consented to the appointment of the Shareholder Agent as his, her or its representative and the attorney-in-fact for and on behalf of each such Shareholder and Noteholder, and the taking by the Shareholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement, including the exercise of the power to (i) settle or adjudicate an Indemnification Claim, affirm the retention by Parent of the Holdback Shares, or any portion thereof, in satisfaction of Indemnification Claims; (ii) 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; (iii) resolve any Indemnification Claims; and (iv) take all actions necessary in the judgment of the Shareholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, including without limitation, retaining legal counsel. Accordingly, the Shareholder Agent shall have unlimited authority and power to act on behalf of each Shareholder and Noteholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The reasonable costs and legal expenses for the foregoing actions incurred by the Shareholder Agent shall be paid by the recipients of the Holdback Shares out of the Holdback Shares. The Shareholders and Noteholders will be bound by all actions taken by the Shareholder Agent in connection with this Agreement, and Parent shall be entitled to rely on any action or decision of the Shareholder Agent. 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 Shareholder Agent. The Shareholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to d...
Shareholder Agent. In the event that the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Xxxxxxx Xxxxx shall be appointed as the agent and attorney-in-fact (the “Shareholder Agent”), for each shareholder of the Company, including all persons receiving shares of Company Common Stock upon exercise of Company Stock Options (except such shareholders, if any, as shall have perfected their dissenters’ rights under the Act), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize reductions of the Warranty Reserve in satisfaction of claims by Parent, to object to such reductions, to agree to, negotiate, enter into settlements and compromises of, and demand litigation or arbitration and comply with orders and awards of courts and arbitrators in respect of such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days’ prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless the holders of at least a two-thirds’ interest in the Warranty Reserve agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Warranty Reserve. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company.
Shareholder Agent. 53 (b) Exculpation.........................................................53 (c) Actions of the Shareholder Agent....................................54 7.4 Third-Party Claims.........................................................54 7.5 Depositary Agent's Duties..................................................54
Shareholder Agent. SSI agrees that HOLL may rely on any actions taken by the Shareholder Agent on behalx xx the SSI Shareholders in accordance with the terms of the Shareholder Agent Agreement as having been taken by the SSI Shareholders a party thereto.
Shareholder Agent. The provisions of Section 6.2 (h) - (k) shall ----------------- apply to any and all acts by the Shareholder Agent in connection with this Section 1.7. Any decision, act, consent or instruction of the Shareholder Agent in connection this Section 1.7 shall constitute a decision of all the Company Shareholders and shall be final, binding and conclusive upon each of such shareholders and Newco and Parent and the Escrow Agent may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such Company Shareholder. Each of the Company, Newco and Parent , the Escrow Agent and each of their respective successors and assigns is hereby relieved from any liability to any other party to this Agreement and each of their respective successors and assigns for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Shareholder Agent. The provisions of Sections 7.2(h), (i) and (k) shall apply to any and all acts by the Shareholder Agent in connection with this Section 1.16. Any decision, act, consent or instruction of the Shareholder Agent in connection this Section 1.16 shall constitute a decision of all the Company shareholders and shall be final, binding and conclusive upon each of such shareholders and Broadcom may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such holder. Broadcom is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Shareholder Agent. In the event that the Merger is approved by the Requisite Vote, effective upon such vote, and without further act of any shareholder entitled to receive Parent Preferred Stock in the Merger, Xxxxxxx Xxxxxx or, if he is not available due to disability or death, Xxxxxx Xxxxxx, will be appointed as agents and attorneys-in-fact (the "Shareholder Agent"), to take actions as Shareholder Agent without the joinder of the other, for each shareholder of the Company (except such shareholders, if any, as will have perfected their dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize disposition to Parent of all or any portion of the Holdback Amount in satisfaction of claims by Parent, to object to such disposition, to agree to, negotiate, enter into settlements and compromises of, and commence litigation or agree to arbitration and comply with orders and awards of courts and arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in Parent Preferred Stock comprising a part of the Holdback Amount agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of Parent Preferred Shares comprising a part of the Holdback Amount. No bond will be required of the Shareholder Agent, and the Shareholder Agent will not receive compensation for his services. Notices or communications to or from the Shareholder Agent will constitute notice to or from each of the shareholders of the Company.
Shareholder Agent. (a) Shareholder irrevocably authorizes, directs and appoints Xxxxxxxxx Xxxxxxxxx (the "Shareholder Agent") to act as the sole and exclusive agent, attorney-in-fact and representative of Shareholder and Shareholder's heirs, representatives and successors in connection with the Merger Agreement, as provided in Article VIII of the Merger Agreement.
(b) Without limiting the generality of the foregoing, with respect to the matters covered by or related to Article VIII of the Merger Agreement and the Escrow Agreement:
(i) Shareholder irrevocably relinquishes his or her right to act independently and other than through the Shareholder Agent with respect to such subject matter (except with respect to appointment of a successor Shareholder Agent), and
(ii) Shareholder shall not have any right to institute any suit, action or proceeding against Ezlogin, 724 Solutions or the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Shareholder Agent.
(iii) Shareholder agrees that any notice delivered to 724 Solutions or a 724 Solutions Indemnified Person by Shareholder other than through the Shareholder Agent shall be of no effect, and each notice delivered by 724 Solutions or any other 724 Solutions Indemnified Person to the Shareholder Agent shall be effective as against Shareholder; provided that 724 Solutions and the other 724 Solutions Indemnified Persons may elect at their sole discretion to give effect to any notice delivered by Shareholder.
(c) In the event of the death, physical or mental incapacity or resignation of the Shareholder Agent, Shareholder shall promptly (and in any event within thirty (30) days of notice of such event) appoint a successor Shareholder Agent.
