SHAREHOLDERS' AGENTS. (a) Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx shall be constituted and appointed as agents (the "SHAREHOLDERS' AGENTS") for and on behalf of the Former Target Shareholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares or other property from the Escrow Fund 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 Shareholders' Agents for the accomplishment of the foregoing. All actions of the Shareholders' Agents 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 ten (10) days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agents, and the Shareholders' Agents shall receive no compensation for services. Notices or communications to or from the Shareholders' Agents shall constitute notice to or from each of the Former Target Shareholders.
SHAREHOLDERS' AGENTS. If this Agreement and the principal terms of the Merger are approved by the Required Vote, the Merger Shareholders shall be deemed to have irrevocably appointed Gordxx Xxxxxxxx xxx Donaxx X. Xxxxxxx xx their agents for purposes of Section 9 and for purposes of acting on behalf of the Merger Shareholders pursuant to the terms of the Escrow Agreement and Registration Rights Agreement being delivered in connection with the transactions contemplated by this Agreement (the "Shareholders' Agents"). Each of the Shareholders' Agents shall have the authority to act on behalf of the Merger Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other. Parent shall be entitled to deal exclusively with the Shareholders' Agents on all matters relating to Section 9 and on all matters contemplated by the Escrow Agreement and the Registration Rights Agreement referred to above, 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' Agents, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agents, as fully binding upon such Indemnitor. If one of the Shareholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, 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' Agents" for purposes of 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' Agents shall be deemed to refer to the Indemnitors.
SHAREHOLDERS' AGENTS. Upon approval of this Agreement by the Required Vote, the Holders shall be deemed to have irrevocably appointed Xxxxx X. Xxxx and Xxxxxx X. Xxx as their agents for purposes of (a) the determination of Final Working Capital pursuant to Section 3.1, (b) the determination of the Earnout Amount pursuant to Section 3.2, (c) the resolution of any disputes for which Parent may seek offset pursuant to Article 11, (d) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement and (e) amendments to this Agreement pursuant to Section 12.13.
SHAREHOLDERS' AGENTS. Each of the Shareholders' Agents shall have the authority to act on behalf of the Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other.
SHAREHOLDERS' AGENTS. The Shareholders' Agents will not be -------------------- entitled to receive any compensation from Durect or the Holders in connection with this Agreement. Any fees and expenses incurred by the Shareholders' Agents in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Holders or from the Escrow Shares and Escrow Cash as provided in Section 10.8 of the Escrow Provisions.
SHAREHOLDERS' AGENTS. Shareholders, pursuant to the --------------------- Shareholders Agent Agreement attached hereto as Exhibit 10(p), have appointed and authorized John C. French and Edxxxx X. Xxxx xs the Xxxxxxxxxxxx' Agents to act on their individual behalves with respect to all matters concerning the transactions contemplated in the Transaction Documents. In dealing with or communicating with the Shareholders, Purchaser shall be entitled to rely on the representations, agreements and actions of the Shareholders' Agents. Notices given to or other actions taken with respect to the Shareholders' Agents by Purchaser for the benefit of the Shareholders as contemplated hereby or the other Transaction Documents shall be deemed made, taken or delivered to each of the Shareholders. Purchaser and the Company shall be third party beneficiaries of the Shareholders' Agent Agreement.
SHAREHOLDERS' AGENTS. 50 SECTION 10.10 ACTIONS OF THE SHAREHOLDERS' AGENTS . . . . . . . . . . . .50 SECTION 10.11 CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . .51 ARTICLE XI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .51 SECTION 11.1 SURVIVAL OF REPRESENTATIONS AND COVENANTS. . . . . . . . . .51 SECTION 11.2 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .51 SECTION 11.4 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . .52 -iii- TABLE OF CONTENTS
SHAREHOLDERS' AGENTS. 44 SECTION 10.10 ACTIONS OF THE SHAREHOLDERS' AGENTS................................................... 45 SECTION 10.11 CLAIMS................................................................................ 45 ARTICLE XI MISCELLANEOUS............................................................................... 46
SHAREHOLDERS' AGENTS. (a) If this Agreement and the Merger are approved by the requisite vote of Globe-1's shareholders, effective upon such vote and without any further act by any Former
SHAREHOLDERS' AGENTS. 48 11.1 Appointment of Shareholders' Agents..............................................48 11.2 Authority Granted to Shareholders' Agents........................................48 11.4 Reliance.........................................................................49 11.5 Acts of Shareholders' Agents.....................................................50
