Stockholders’ Agent. By virtue of their approval of the Merger, the Stockholders irrevocably appoint Kevix X'Xxxxx xx their agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Kevix X'Xxxxx xxxeby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal with the Stockholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Stockholder Indemnitors by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of this Section 10. 1. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall be deemed to refer to the Stockholder Indemnitors.
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
Stockholders’ Agent. By virtue of their approval of the MergerMerger and this Agreement, the Merger Stockholders shall have approved the indemnification and escrow terms set forth in this Agreement and shall have agreed to irrevocably appoint Kevix X'Xxxxx xx Xxxxxx X. Xxxxxx as their agent in connection and attorney-in-fact, as Stockholders' Agent coupled with an interest, to: (i) modify, amend or otherwise change this Agreement or any of the terms or provisions included therein (including modifications, amendments or changes subsequent to Closing); (ii) take all actions and execute all documents under this Agreement necessary or desirable to consummate the Merger and the transactions contemplated by this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith; (iii) give and receive consents and all notices hereunder; (iv) to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 9 of this Agreement and the Escrow Agreement (the "Stockholders' Agent")comply with orders of courts and awards of arbitrators with respect to such claims, and Kevix X'Xxxxx xxxeby accepts his appointment as to take all actions necessary or appropriate in the judgment of the Stockholders' AgentAgent for the accomplishment of the foregoing; and (v) deal with Parent exclusively on all matters relating to any provision of this Agreement. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Stockholder Indemnitors by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of set forth in this Section 10.
1. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall be deemed to refer to the Stockholder Indemnitors.Section
Appears in 1 contract
Samples: Merger Agreement (Home Director Inc)
Stockholders’ Agent. By virtue of their approval of the Merger, the Stockholders irrevocably appoint Kevix X'Xxxxx xx their (a) Xxxxx Xxxxxx shall be constituted and appointed as agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Stockholders' Agent")) for and on behalf of the Target stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 Kevix X'Xxxxx xxxeby accepts his appointment as 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 Stockholders' Agent. Parent shall be entitled to deal with judgment of the Stockholders' Agent on all matters relating to Section 9 and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Agreement, and Fund from time to time upon not less than 10 days prior written notice to Acquiror. No bond shall be entitled to rely on any document executed or purported to be executed on behalf required of the Stockholder Indemnitors by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' Agent shall die, become disabled receive no compensation for his services. Notices or otherwise be unable communications to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of this Section 10.
1. If for any reason there is no Stockholders' Agent at any time, all references herein to from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.
(b) The Stockholders' Agent shall not be deemed to refer liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the Stockholder Indemnitorsadvice of counsel shall be conclusive evidence of such good faith. The Target stockholders shall severally indemnify the Stockholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.
(c) The Stockholders' 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 Stockholders' 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).
Appears in 1 contract
Stockholders’ Agent. By virtue of their approval of the Merger, the Stockholders irrevocably appoint Kevix X'Xxxxx xx their (a) Xxxxxx X. Xxxxxxx shall be and hereby is constituted and appointed as agent and attorney in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement fact (the "Stockholders' Agent")) for and on behalf of each of the Company Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 Kevix X'Xxxxx xxxeby accepts his appointment as 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 Stockholders' Agent. Parent shall be entitled to deal with judgment of the Stockholders' Agent on all matters relating to Section 9 and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Agreement, and Fund from time to time upon not less than 10 days' prior written notice to Acquiror. No bond shall be entitled to rely on any document executed or purported to be executed on behalf required of the Stockholder Indemnitors by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' Agent shall die, become disabled receive no compensation for his services. Notices or otherwise be unable communications to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of this Section 10.
1. If for any reason there is no Stockholders' Agent at any time, all references herein to from the Stockholders' Agent shall constitute notice to or from each of the Company Stockholders.
(b) The Stockholders' Agent shall not be deemed to refer liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the Stockholder Indemnitorsadvice of counsel shall be conclusive evidence of such good faith. The Company Stockholders shall severally indemnify the Stockholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.
Appears in 1 contract
Samples: Merger Agreement (Synbiotics Corp)
Stockholders’ Agent. By virtue of their approval of the Merger, the The Stockholders hereby irrevocably appoint Kevix X'Xxxxx xx MG as their attorney-in-fact and agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Stockholders' Agent")) to act in their place and stead in connection with (a) all determinations to be made pursuant to Section 1.05 and (b) all actions, determinations, and Kevix X'Xxxxx xxxeby accepts his decisions to be taken or made by the Stockholders as an Indemnified Party (as hereinafter defined) or as an Indemnifying Party (as hereinafter defined) under or pursuant to Article VII of this Agreement, which actions, determinations or decisions absent this appointment and the provisions of this Agreement would otherwise require the unanimous decision of the Stockholders. The appointment of the Stockholders' Agent herein is an integral part of the dispute resolution process being relied upon by the Purchaser as a basis for it entering into this Agreement, and therefore, such appointment is coupled with an interest. In the event that MG should die or otherwise be unable to serve as the Stockholders' Agent. Parent , then RW shall be entitled to deal with the Stockholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Stockholder Indemnitors by thereupon become the Stockholders' Agent, and on any other action taken or purported to be taken on behalf . In the event of the Stockholder Indemnitors by death of or inability to serve of both of MG and RW, then J. Xxxxxxx Xxxxxxx, Esq. shall become the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the The Stockholders' Agent shall die, become disabled or otherwise be unable not have any liability to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 successorStockholders except for willful misconduct. Any such successor shall become the "Stockholders' Agent" for purposes of this Section 10.
1. If for any reason there is no Stockholders' Agent at any time, all references herein to All determinations made by the Stockholders' Agent shall be deemed binding and conclusive upon the Stockholders. By executing and delivering this Agreement, MG hereby (i) accepts his appointment and authorization to refer act as the Stockholders' Agent as attorney- in-fact and agent for and on behalf of the Stockholders in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations and duties as Stockholders' Agent under and in accordance with the Stockholder Indemnitorsterms of this Agreement.
Appears in 1 contract
Stockholders’ Agent. By virtue of their approval of the Merger, the Stockholders irrevocably appoint Kevix X'Xxxxx xx their agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Kevix X'Xxxxx xxxeby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal with the The Stockholders' Agent on all matters relating (as defined in Section 9.8) shall be the same Stockholders' Agent as appointed pursuant to Section 9 and the Escrow Article IX of this Agreement, and shall be entitled to rely on any document executed or purported to be executed constituted and appointed as agent for and on behalf of the Stockholder Indemnitors Company stockholders, option holders and warrant holders 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, the Earn-Out Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent for the accomplishment of the foregoing. Such agency may be changed by holders of a majority of the shares of Parent Common Stock received pursuant to Section 2.2 of this Agreement, from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' Agent shall die, become disabled receive no compensation for services rendered. Notices or otherwise be unable communications to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of this Section 10.
1. If for any reason there is no Stockholders' Agent at any time, all references herein to from the Stockholders' Agent shall constitute notice to or from each of the Company stockholders. The Stockholders' Agent shall not be deemed to refer liable for any act done or omitted hereunder as Stockholders' Agent except to the Stockholder Indemnitorsextent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that it did not act with gross negligence or willful misconduct. The Company stockholders shall severally indemnify the Stockholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Agent and arising out of or in connection with the acceptance or administration of the duties hereunder. The Stockholders' Agent shall be a third party beneficiary of the terms of this Section 2.7(e).
Appears in 1 contract
Stockholders’ Agent. By virtue of their approval (a) The “Stockholders’ Agent” shall be constituted and appointed as agent for and on behalf of the MergerSMG Stockholders to give and receive notices and communications, to authorize delivery to Xxxxx.xxx of the Stockholders irrevocably appoint Kevix X'Xxxxx xx their agent Escrow Fund in satisfaction of claims by Xxxxx.xxx, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, to object to determinations of or enforce payments of the Contingent Amount, and litigate and comply with Orders of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders’ 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 ten (10) days’ prior written notice to Xxxxx.xxx. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his, her or its services; provided, that the Stockholders’ Agent shall be entitled to receive reimbursement from the General Escrow Fund for all out-of-pocket expenses and costs incurred by the Stockholders’ Agent related to and in connection with the transactions contemplated by Section 9 of this Agreement performing his duties hereunder and under the Escrow Agreement (as further defined in the "Stockholders' Agent"Definition Section of this Agreement, “Agent Expenses”), and Kevix X'Xxxxx xxxeby accepts his appointment as . Notices or communications to or from the Stockholders' Agent. Parent ’ Agent shall be entitled constitute notice to deal with the Stockholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf from each of the Stockholder Indemnitors by the SMG Stockholders' Agent, and on any other action taken or purported to be taken on behalf of the Stockholder Indemnitors by the .
(b) The Stockholders' Agent, as fully binding upon such Stockholder Indemnitor. If the Stockholders' ’ Agent shall die, become disabled or otherwise not be unable to fulfill his responsibilities as agent of the Stockholder Indemnitors, then the Stockholder 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 "Stockholders' Agent" for purposes of this Section 10.
1. If liable for any reason there is no Stockholders' act done or omitted hereunder as Stockholder’s Agent at any timeexcept in the case of gross negligence, all references herein to the Stockholders' Agent shall be deemed to refer to the Stockholder Indemnitors.bad faith, or willful
Appears in 1 contract
Samples: Merger Agreement (LOCAL.COM)
