Shareholders' Agent. By virtue of their approval of the Merger, the Merger Shareholders shall irrevocably appoint Xxxxxxx Xxxxxx as their agent for purposes of Sections 1.6 and Section 9 (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 and Section 9, 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 Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the Company. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwise, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and this Section 10.1. 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 Indemnitors.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)
Shareholders' Agent. By virtue of their approval of the Merger, the Merger The Shareholders shall hereby irrevocably appoint Xxxxxx Xxxxxxx Xxxxxx as their agent for purposes of Sections 1.6 5.5 and Section 9 8 (the "Shareholders' Agent"), and Xxxxxx Xxxxxxx Xxxxxx hereby accepts his her appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 Sections 5.5 and Section 98, 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 Indemnitor Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor Shareholder by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyShareholder. If the Shareholders' Agent shall die, resign, become disabled or otherwise be unable to fulfill his her responsibilities as agent of the Indemnitors or otherwiseShareholders, then the Indemnitors Shareholders shall, within ten days after such resignation, death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 Sections 5.5 and 8 and this Section 10.1. 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 Indemnitors9.
Appears in 1 contract
Samples: Merger Agreement (Alliedsignal Inc)
Shareholders' Agent. By virtue of their approval of the Merger, the Merger The Shareholders shall hereby irrevocably appoint Xxxxxxx Xxxxxx as Robexx X. XxXxxxxxxx xx their agent for purposes of Sections 1.6 1.10, 9 and Section 9 11.10(c) (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx hereby Robexx X. XxXxxxxxxx xxxeby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 Sections 1.10, 9 and Section 911.10(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 Indemnitor Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor Shareholder by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseShareholders, then the Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6Sections 1.10, Section 9 and this Section 10.111.10(d). 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 IndemnitorsShareholders.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Shareholders' Agent. By virtue of their approval of the Merger, the Merger The Shareholders shall hereby irrevocably appoint Xxxxxxx Xxxxxx Xxxx, Xx. as their agent for purposes of Sections 1.6 1.8, 9 and Section 9 11.10(c) (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx Xxxx, Xx. hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 Sections 1.8, 9 and Section 911.10(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 Indemnitor Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor Shareholder by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseShareholders, then the Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6Sections 1.8, Section 9 and this Section 10.111.10(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 IndemnitorsShareholders.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Shareholders' Agent. By virtue of their approval of the Merger, the Merger Shareholders shall irrevocably appoint Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxx as their agent for purposes of Sections 1.6 and in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 9 and Section 9the Escrow Agreement, 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 Indemnitor the Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor the Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyShareholder Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseShareholder Indemnitors, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and this Section 10.110.
1. 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 Shareholder Indemnitors.
Appears in 1 contract
Shareholders' Agent. By virtue of their approval of the Merger, the Merger The Shareholders shall hereby irrevocably appoint Xxxxxxx Xxxxxx X. Xxxxxx as their agent for purposes of Sections 1.6 9 and Section 9 11.10(c) (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx X. Xxxxxx hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 Sections 9 and Section 911.10(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 Indemnitor Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor Shareholder by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseShareholders, then the Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section Sections 9 and this Section 10.111.10(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 IndemnitorsShareholders.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Shareholders' Agent. By virtue of their approval of the MergerMerger and this Agreement, the Merger Shareholders shall irrevocably have approved, among other matters, the expense reimbursement provisions in Section 10.3 and shall appoint Xxxxxxx Xxxxxx Hadar Pedhazur as their agent for purposes of Sections 1.6 and Section 9 the transactions contemplated by this Agreement (the "Shareholders' Agent"), and Xxxxxxx Xxxxxx Hadar Pedhazur hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 and Section 9the transactions contemplated by this Agreement, 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 Indemnitor Merger Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor Merger Shareholder by the Shareholders' Agent, as fully binding upon such Indemnitor or shareholder of the CompanyMerger Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseMerger Shareholders, then the Indemnitors Merger Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and this Section 10.110.
1. 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 IndemnitorsMerger Shareholders.
Appears in 1 contract
Shareholders' Agent. By virtue of their approval of The Company and the Merger, the Merger Shareholders shall hereby irrevocably appoint Xxxxxxx Xxxxxx as Stevx Xxxxxxxxxx xx their agent and as the agent for the Indemnitors for purposes of Sections 1.6 all matters relating to Section 1.9, Section 10 and Section 9 the Escrow Agreement (the "ShareholdersSHAREHOLDERS' AgentAGENT"), and Xxxxxxx Xxxxxx hereby Stevx Xxxxxxxxxx xxxeby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.6 1.9, Section 10 and Section 9the Escrow Agreement, 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 or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Indemnitor Shareholder or shareholder of the CompanyIndemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors or otherwiseShareholders and Indemnitors, then the Indemnitors Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and in accordance with this Section 10.1. 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 Indemnitors11.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accrue Software Inc)