Stockholder Agent. For purposes of this Agreement, the Company stockholders hereby consent to the appointment of the Stockholder Agent (and any replacement hereunder), as representative of the Company stockholders, and as the agent and attorney-in-fact for and on behalf of each Company stockholder, and, subject to the express limitations set forth below, the taking by the Stockholder Agent of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Agent under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Parent of the Escrow Shares and Escrow Cash, or any portion thereof, in satisfaction of Claims, (ii) 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, (iii) take all actions necessary in connection with the waiver of any condition to the obligations of the Company stockholders under this Agreement, (iv) waive any right of the Company stockholders, (v) give and receive all notices required to be given under this Agreement, (vi) resolve any Claims and (vii) take all actions necessary in the sole judgment of the Stockholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Stockholder Agent shall have unlimited authority and power to act on behalf of each Company stockholder with respect to this Agreement and the disposition, settlement or other handling of all Claims, rights or obligations arising under this Agreement so long as all Company stockholders are treated in the same manner. The Company stockholders shall be bound by all actions taken by the Stockholder Agent in connection with this Agreement. Parent shall be entitled to rely on any action or decision of the Stockholder Agent, and no Company stockholder shall have any cause of action against the Stockholder Agent for any action taken, decision made or instruction given by the Stockholder Agent under this Agreement, except for fraud, gross negligence or willful misconduct (including willful breach of this Agreement) by the Stockholder Agent. In performing the functions specified in this Agreement, the Stockholder Agent shall not be liable to the Company stockholders in the absence of fraud, gross negligence or willful misconduct (including willful breach of this Agreement). In the event that Stockholder Agent dies, beco...
Stockholder Agent. The parties hereto acknowledge and accept the provisions of Section 8.5 of the Merger Agreement concerning the Stockholder Agent, which are incorporated herein by reference. Any successor Stockholder Agent under the Merger Agreement shall become the Stockholder Agent hereunder, as provided in such Section 8.15.
Stockholder Agent. (a) Appointment. By adopting and approving this Agreement, approving the Merger, and appointing and constituting the Stockholder Agent as their exclusive agent, attorney-in-fact and representative for purposes of this Agreement, the Escrow Agreement and the Transactions contemplated hereby and thereby at the Company Stockholder Meeting, the stockholders of the Company shall have (i) appointed and constituted the Stockholder Agent their exclusive agent, attorney-in-fact and representative in relation to or in connection with this Agreement, the Escrow Agreement and the Transactions contemplated hereby and thereby, (ii) consented to and authorized the Stockholder Agent to take or omit to take any and all actions and to make or omit to make any and all decisions required or permitted to be taken by it under this Agreement or the Escrow Agreement, and (iii) consented to and approved the terms and provisions of the Escrow Agreement; in each case without any further action on the part of any such stockholder. As evidenced by the execution of the Limited Joinder Agreement or by countersigning the Escrow Agreement, as applicable, the Stockholder Agent accepts such appointment as stockholder agent to act on behalf of the Stockholders with respect to the matters contemplated by this Agreement and the Escrow Agreement.
Stockholder Agent. 1 Transferring.................................15
Stockholder Agent. 87 Section 8.6 Resolution of Conflicts............................90 Section 8.7 No Contribution....................................91 Section 8.8 Fraud; Willful Misrepresentation...................91 Section 8.9 Exclusive Remedies.................................91 Section 8.10
Stockholder Agent. 96 Section 8.6 Resolution of Conflicts...................................................98 Section 8.7
Stockholder Agent. The Escrow Agent shall distribute assets from the Escrow Account to satisfy a claim of the Stockholder Agent only upon receipt of a certification from the Stockholder Agent that (i) such funds shall be used strictly in accordance with the terms and provisions of this Agreement and Section 3.14 of the Merger Agreement, and (ii) the requested amount, together with all amounts theretofore paid to the Stockholder Agent from the Escrow Account and all amounts theretofore requested by the Stockholder Agent from the Escrow Account and not finally denied, do not exceed the Stockholder Agent Expense Cap.
Stockholder Agent. (a) For purposes of this Agreement, immediately and automatically upon Requisite Approval of this Agreement, and without any further action on the part of any Indemnifying Party, each Indemnifying Party shall be deemed to have consented to the appointment of Shareholder Representative Services LLC as his, her or its representative and the attorney-in-fact for and on behalf of each such Indemnifying Party, and the taking by the Stockholder Agent of any and all actions and the making of any decisions required or permitted to be taken by it under this Agreement and the Escrow Agreement, including the exercise of the power to (i) authorize delivery to Holdings of the Escrow Fund, 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 Stockholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement.
(b) Accordingly, the Stockholder Agent shall have unlimited authority and power to act on behalf of each Indemnifying Party with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, or other rights or obligations arising from and taken pursuant to this Agreement and the Escrow Agreement. The Indemnifying Parties will be bound by all actions taken by the Stockholder Agent in connection with this Agreement and the Escrow Agreement, and Parent and Holdings shall be entitled to rely on any action or decision of the Stockholder Agent. Without limiting the generality of the foregoing, each decision, act, consent or instruction of the Stockholder Agent will constitute a decision of all of the Indemnifying Parties with respect to whom a portion of the Escrow Fund is held by the Escrow Agent and will be final, binding and conclusive upon each of such Indemnifying Parties, and Parent, Holdings and the Escrow Agent may rely upon any such decision, act, consent or instruction of the Stockholder Agent as being the decision, act, consent or instruction of each and every such Indemnifying Party. Each of Parent, Holdings and the Escrow Agent is hereby relieved from any liability to any person for any decision, act, consent or instructio...
Stockholder Agent. (a) At the Closing, Sxxxxxxx Xxxxxxx, Xx. shall be constituted and appointed as the Stockholder Agent. For purposes of this Agreement, the term “Stockholder Agent” shall mean the agent for and on behalf of the Effective Time Company Stockholders to: (i) give and receive notices and communications to or from Parent (on behalf of itself of any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Merger or any other transactions contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) authorize deliveries to Parent of cash from the Escrow Fund in satisfaction of claims for indemnification pursuant to Section 7.2 asserted by Parent Indemnified Parties; (iii) object to such claims pursuant to Section 7.6; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to this Agreement and (vi) take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Stockholder Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten (10) days’ prior written notice to Parent. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall receive no compensation for its services.
Stockholder Agent. In the event that the Merger is approved by the Stockholders, effective upon such vote, and without further act of any Stockholder, Xxxxxxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each Stockholder, to give and receive notices and communications (including, without limitation, all notices, copies of the Shelf Registration Statement, prospectus forming a part thereof and any other document and all other communications in respect of the Holders under Section 6.1 hereof other than in respect of the Holders who are employees of Parent), to authorize delivery to Parent of shares of Parent Stock 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, take all actions required or permitted to be taken by the Holders under Section 6.1 hereof other than in respect of the Holders who are employees of Parent, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in all shares held in the Escrow Fund agree to such removal and to the identity of the substituted Stockholder Agent. Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of all shares held in the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the Stockholders.
