Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. (a) At the Closing, Xxxxxxxx X. Gold, M.D. shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “Stockholders’ Agent” shall mean the agent for and on behalf of the Company Stockholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters 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 stockholders individually); (ii) authorize deliveries to Acquiror of Escrow Stock from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 6.4 and Section 6.5; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; and (v) take all actions necessary or appropriate in the judgment of the Stockholders’ 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 Stockholders’ Agent may be replaced from time to time by the vote or written consent of the former Company Stockholders previously holding a majority of the voting power of the Company Stock. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his or her services.

Stockholders’ Agent. (a) At the Closing, Xxxxxxxx X. Gold, M.D. The Stockholders’ Agent shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “Stockholders’ Agent” shall mean the agent and attorney-in-fact for and on behalf of the Company Stockholders to: (i) Target stockholders and shall have full power and authority to represent, to give and receive notices and communications communications, to or from Acquiror (on behalf authorize the Escrow Agent to release any portion of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters 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 stockholders individually); (ii) authorize deliveries to Acquiror of Escrow Stock from the Escrow Fund to Acquiror in satisfaction of claims asserted by Acquiror (Acquiror, to object to such deliveries, to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the stockholders of Target pursuant to Section 6.4 and Section 6.5; (iv) consent or 9.4, 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; , to act on such Target stockholders’ behalf with respect to the matters set forth in Section 2.12 and (v) this Section 9, in accordance with the terms and provisions of Section 2.12 and this Section 9, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 2.12 and this Section 9 and to take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the interpretation of this Agreement and 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 Stockholders’ Agent Such agency may be replaced from time to time by the vote changed, or written consent of the former Company Stockholders previously holding a majority of the voting power of the Company Stock. No bond shall be required of the Stockholders’ Agent, and if the Stockholders’ Agent shall receive no compensation for his or her services.resign a successor may be appointed, 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

Stockholders’ Agent. (a) At the Closing, Xxxxxxxx X. Goldby virtue of the approval of the Merger and this Agreement by the Company Stockholders and without any further action of any of the Company Stockholders or the Company, M.D. Shareholder Representative Services LLC shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “Stockholders’ Agent” shall mean the agent agent, representative, and attorney-in-fact for and on behalf of the Company Stockholders Indemnifying Holders to, after the Closing : (i) give and receive notices and communications to or from Acquiror Acquirer (on behalf of itself or of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters 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 stockholders individually); (ii) authorize deliveries to Acquiror of Escrow Stock from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 6.4 and Section 6.58.6; (iviii) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (iv) consent or agree to any amendment to this Agreement; and (v) take all actions necessary or appropriate in the judgment of the Stockholders’ 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 Stockholders’ Agent may be replaced from time to time by the a vote or written consent of the former Company Stockholders Indemnifying Holders previously holding a majority of amount in the voting power of the Company StockEscrow Amount. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his or her services.

Stockholders’ Agent. (a) At the Closing, Xxxxxxxx X. Gold, M.D. Xxxxxxxxxx Xxxxxx shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “Stockholders’ Agent” shall mean the agent for and on behalf of the Company Stockholders Effective Time Holders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters 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 stockholders individually); (ii) authorize deliveries releases to Acquiror of Escrow Stock from the Escrow Fund Holdback Amount in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 6.4 and Section 6.59.5; (iv) consent or agree to, negotiate, enter into into, or, if applicable, prosecute or defend, 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 (vvi) take all actions necessary or appropriate in the judgment of the Stockholders’ 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 Stockholders’ Agent may be replaced from time to time by the vote or written consent holders of a majority in interest of the former Company Stockholders previously holding a majority of the voting power of the Company StockHoldback Amount upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his or her services.