Shareholders' Agent. (a) The Shareholders hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis...
Shareholders' Agent. (a) Greg Xxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company Shareholders to act on their behalf under the Escrow Agreement, to give and receive notices and communications, to authorize delivery to the Buyer of Buyer Common Stock or other property from the Escrow Fund in satisfaction of claims by the Buyer, 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 Shareholders' 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 ten (10) days' prior written notice to the Buyer, Shareholders' Agent and the Escrow Agent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company Shareholder.
Shareholders' Agent. 45 8.9 Actions of the Shareholders' Agent................................................... 46 8.10
Shareholders' Agent. (a) By virtue of the approval of this Agreement by the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder's Agent") for and on behalf of the Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunder. No bond shall be required of the Shareholder's Agent, and the Shareholder's Agent shall receive no compensation for his services in such capacity.
Shareholders' Agent. (a) The Shareholders, pursuant to this Agreement, hereby appoint Xxxxx X. Xxxxx as the Shareholders' Agent, who shall be the Shareholders' representative and attorney-in-fact for each Shareholder. The Shareholders' Agent shall have the authority to act for and on behalf of each of the Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders with respect to any matters arising under this Agreement, to authorize delivery to the Purchaser and/or Stonepath of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Shareholders' Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders' Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to the Purchaser; provided, however, that the Shareholders' Agent may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval by those Shareholders who hold or held a majority of the Shares prior to the Closing. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall not receive compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreeme...
Shareholders' Agent. Each Shareholder hereby authorizes and appoints the Shareholders' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Shareholder may assert, or have the right to assert, against PentaStar, or (ii) any claims which PentaStar may assert, or have the right to assert, against any Shareholder. The Shareholders' Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to PentaStar to the effect that the Shareholders' Agent has been substituted as agent of the Shareholders by reason of his death, disability or resignation, PentaStar shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Shareholders' Agent with respect to the matters covered by this Section 9.14. No Shareholder shall act with respect to any of the matters which are the subject of this Agreement except through the Shareholders' Agent. The Shareholders acknowledge and agree that PentaStar may deal exclusively with the Shareholders' Agent in respect of such matters, that the enforceability of this Section 9.14 is material to PentaStar, and that PentaStar has relied upon the enforceability of this Section 9.14 in entering into this Agreement. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY, SIGNATURE PAGES FOLLOW]
Shareholders' Agent. (a) E*TRADE shall be constituted and appointed as Shareholders' Agent for and on behalf of the shareholders of the Company to give and receive notices and communications, to authorize delivery to Parent of the Parent Shares from the Escrow Fund 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 Shareholders' Agent for the accomplishment of the foregoing. This agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to all of the Company shareholders and to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholders.
Shareholders' Agent. 60 8.12 Actions of the Shareholders' Agent..............................60 8.13 Third-Party Claims..............................................61 8.14
Shareholders' Agent. The Shareholders hereby irrevocably appoint Xxxxxx X. Xxxxxx as their agent for purposes of Sections 9 and 11.10(c) (the "Shareholders' Agent"), and Xxxxxx X. Xxxxxx hereby accepts this appointment as the Shareholders' Agent. HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 9 and 11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately thereafter, shall notify HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.
Shareholders' Agent. (a) Xxx Xxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Shareholder Indemnitors to give and receive notices and communications, to authorize delivery to Agile of the Escrow Shares from the Escrow Fund in satisfaction of claims by Agile, 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 Shareholders' 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 ten (10) days' prior written notice to Agile. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services, provided, however that the Shareholder Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in serving in this capacity from the Escrow Fund. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholder Indemnitors.
