Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) Matt Boston shall be constituted and appointed as agent (“Shareholders’ Agent”) for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock and/or cash from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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 10 days’ prior written notice 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. (b) The Shareholders’ Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.

Shareholders' Agent. (a) Matt Boston Xxxxx R. Doll shall be constituted and appointed as agent (“Shareholders’ Agent”) ' Agent for and on behalf of the shareholders of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock and/or cash from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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, 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 10 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 Shareholdersshareholders. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shareholders shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent will serve without compensation but will be reimbursed from the Escrow Fund for all out of pocket expenses reasonably incurred, including expenses for lawyers and accountants employed on behalf of the Security Holders' interests in the Escrow Fund. Shareholders' Agent may cause the Escrow Agent, at his request, to exchange shares of Parent Common Stock held, with Parent, for cash for each reimbursement. Parent will deliver such cash at a per share price equal to the price of such shares at the close of market on the next trading day preceding such exchange. In no event will the Shareholders' Agent be entitled to incur expenses reimbursable by the Escrow Fund in excess of $500,000 without the approval of Company shareholders holding a majority of the shares of the Escrow Fund.

Shareholders' Agent. (a) Matt Boston Xxxxxx Xxxx shall be constituted and appointed as agent (“Shareholders’ Agent”"SHAREHOLDERS' AGENT") for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock and/or cash from to reduce the Escrow Fund Holdback in satisfaction of claims for Damages by ParentProtected Parties, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6claims, 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, 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 agent may be changed by the holders of a majority in interest of the Escrow Fund Holdback from time to time upon not less than 10 ten (10) days’ ' prior written notice to Parent. No bond in favor of the Shareholders 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. (b) The Shareholders’ ' Agent shall not be liable to the Shareholders for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall jointly and severally indemnify the Shareholders’ Shareholders Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.

Shareholders' Agent. (a) Matt Boston shall Josexx Xxxxxx xxxll be constituted and appointed as agent (“"Shareholders’ ' Agent”") for and on behalf of the Company Shareholders Target shareholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Acquiror Common Stock and/or cash or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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, 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 10 days’ ' prior written notice to ParentAcquiror. 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 ShareholdersTarget shareholders. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders Target shareholders shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) Matt Boston 2M Invest A/S shall be constituted and appointed as agent (“"Shareholders’ ' Agent”") for and on behalf of the Company Shareholders Sellers to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock and/or cash Cisco from the Escrow Fund in satisfaction of claims by ParentCisco, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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, 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 10 ten (10) days’ ' prior written notice to ParentCisco. 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 ShareholdersSellers. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders Principal Equity Holders shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.

Shareholders' Agent. (a) Matt Boston The Shareholders' Agent shall be constituted and appointed as agent (“the Shareholders’ Agent”) ' Agent for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of disbursement by the Parent Common Stock and/or cash Escrow Agent from the Escrow Fund Account, in satisfaction of claims by Parentan Indemnified Person, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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 agree to, such claimsnegotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of any or all 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 10 days’ prior written notice to Parent. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his her services. Notices or communications to or from the Shareholders’ ' Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders’ ' Agent on the basis of their respective Proportionate Shares and hold him her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his her duties hereunder.. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X.

Shareholders' Agent. (a) Matt Boston shall Mark Xxxxxx xxxll be constituted and appointed as agent (“"Shareholders’ ' Agent”") for and on behalf of the Company Shareholders stockholders of Target to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Common Stock and/or cash or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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, 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 10 ten (10) days’ ' prior written notice to ParentAcquiror. 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 ShareholdersTarget shareholders. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders stockholders of Target shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.

Shareholders' Agent. (a) Matt Boston shall Rochx xxxll be constituted and appointed as agent (“"Shareholders’ ' Agent”") for and on behalf of the Company Shareholders MBR shareholders to give and receive notices and communications, to authorize delivery to Parent Quest of the Parent Quest Common Stock and/or cash or other property from the Escrow Fund in satisfaction of claims by ParentQuest, to settle any other claims for indemnification, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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, 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 10 days’ ' prior written notice to ParentQuest. 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 ShareholdersMBR shareholders. (b) The Shareholders’ ' Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders MBR shareholders shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ ' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent