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. 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. 1 Transferring.................................15
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 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) At the Closing, Sxxxxxxx Xxxxxxx, Xx. shall be constituted and appointed as the Stockholder Agent. For purposes of this Agreement, the term “
Stockholder Agent. (a) Each of the Indemnifying Parties has irrevocably appointed and constituted the Stockholder Agent as their agent and attorney-in-fact to do the following: (i) with respect to all Indemnifying Parties (including the Key Stockholder), to give and receive notices and communications, 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 claims made under this ARTICLE VII, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing, and (ii) with respect to Indemnifying Parties other than the Key Stockholder, to sign this Agreement and to agree to the transactions contemplated thereby, including, without limitation, the deposit of the Escrow Cash into the Escrow Fund, the use of the Escrow Cash as collateral to secure the rights of the Indemnified Parties under this ARTICLE VII in the manner set forth herein and in the Escrow Agreement, the deposit of the Expense Cash into the Expense Fund and the use of the Expense Cash to pay all out of pocket expenses reasonably incurred by the Stockholder Agent in the performance of its duties hereunder. Such agency may be changed (whether pursuant to vacancy, removal or resignation) by the vote of a majority of the Indemnifying Parties from time to time upon not less than thirty (30) calendar days prior written notice to Parent, except for the agency described in clause (ii) in the preceding sentence, which may not be changed after the Closing Date. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall receive no compensation for its services, except for (x) payment by the Indemnifying Parties of expenses, including fees of counsel, reasonably incurred by the Stockholder Agent in connection with the performance of its duties hereunder and (y) payment of any interest that accrues on the Escrow Cash and the Expense Cash during the Escrow Period and that is available for distribution to the Stockholder Agent at the end of the Escrow Period, pursuant to the terms of the Escrow Agreement. Such expenses may be paid by the Indemnifying Parties out of (i) the Expense Fund at any time, solely at the discretion of the Stockholder Agent or (ii) the Escrow Fund, in full or in part, only after the Termination Date and only if Escrow Cash not subject to any Claim Notice exists in the Escrow Fund at that time to cover such paym...
Stockholder Agent. (a) Xxxxxxx X. Xxxxxx is hereby appointed by the Stockholders to act as the Stockholders' agent (the "Stockholder Agent") with respect to the escrow provisions set forth in this Agreement. The Stockholder Agent will be constituted and appointed as agent and attorney-in-fact for each Stockholder to give and receive notices and communications, to authorize delivery to any Buyer Indemnified Party of Buyer Common Stock or cash from the Escrow Assets in satisfaction of Company Indemnity Claims or Stockholder Indemnity Claims by such Buyer Indemnified Party, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such Company Indemnity Claims or Stockholder Indemnity Claims, to authorize delivery to any Buyer Indemnified Party of Buyer Common Stock or cash from the Escrow Assets in satisfaction of any reduction in the Merger Consideration, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Notices or communications to or from the Stockholder Agent will constitute notice to or from each of the Stockholders. A decision, act, consent or instruction of the Stockholder Agent will constitute a decision of all the Stockholders, and will be final, binding and conclusive upon each of the Stockholders, and the Escrow Agent and any Buyer Indemnified Party may rely upon any decision, act, consent or instruction of the Stockholder Agent as being the decision, act, consent or instruction of each and all of the Stockholders.
Stockholder Agent. In the event that the Merger is approved by the Stockholders, effective upon such vote, and without further act of any Stockholder, Gopax Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each Stockholder, to exclusively take any and all actions required or permitted to be taken by the Stockholders under this Agreement and the Registration Rights Agreement, including but not limited to, to give and receive notices and communications, 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 Stockholder Agent for the accomplishment of the foregoing. The Stockholders shall have the right, at any time and from time to time, to appoint, by written notice to Parent signed by a majority in interest of the Stockholders, a replacement Stockholder Agent, in which event such replacement shall be considered the Stockholder Agent from and after the date of Parent's receipt of notice of such appointment. Any vacancy in the position of Stockholder Agent may be filled by approval of a majority in interest of the Stockholders. 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.
