Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the Stockholders' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Target stockholders 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 arising out of this Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock from time to time upon not less than ten (10) 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 services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Convio, Inc.)

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Stockholders’ Agent. (ai) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder The Liquidating Trust shall be deemed to have agreed to appoint constituted and appointed as the Stockholders' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Target stockholders Stockholders to execute and deliver the Share Escrow Agreement and for all other purposes thereunder, to give and receive notices and communications communications, to authorize delivery of Escrow Shares 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 claims arising out of this Agreementsuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock Escrow Fund from time to time upon not less than ten (10) days' prior written notice to all of Target Stockholders and to Acquiror. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholdersStockholders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Corporate Office Properties Trust), Purchase Agreement And (Corporate Office Properties Trust)

Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder R. Xxxxxxx XxXxxxxxx shall be deemed to have agreed to appoint the constituted and appointed as agents ("Stockholders' Agent as a true and lawful attorney-in-fact and agent Agents") for and on behalf of the Target stockholders Company Stockholders to give and receive notices and communications communications, to authorize delivery to the Buyer of Buyer Common Stock or other property from the Escrow Fund in satisfaction of claims by the Buyer, 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 claims arising out of this Agreementsuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to Acquirorthe Buyer, Stockholders' Agent and the Escrow Agent. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his their services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholdersCompany Stockholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visual Networks Inc)

Stockholders’ Agent. (a) Effective upon Prior to the Closing, by virtue the stockholders of the approval Target shall constitute and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the an agent ("Stockholders' Agent as a true and lawful attorney-in-fact and agent Agent") for and on behalf of the Target stockholders to give and receive notices and communications 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 demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims arising out of this Agreementsuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock Escrow Fund from time to time upon not less than ten (10) 10 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 services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Kana Communications Inc)

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Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval Andrxx Xxxxx xxxll be constituted and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the appointed as agent ("Stockholders' Agent as a true and lawful attorney-in-fact and agent Agent") for and on behalf of the Target stockholders to give and receive notices and communications 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 demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims arising out of this Agreementsuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Acquiror. The Stockholder's Agent may resign upon ten (10) days notice to the parties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintus Corp)

Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder Xxxxx Xxxxxxx shall be deemed to have agreed to appoint the constituted and appointed as agent ("Stockholders' Agent as a true and lawful attorney-in-fact and agent Agent") for and on behalf of the Target stockholders to give and receive notices and communications 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 demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims arising out of this Agreementsuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to Acquiror. The Stockholder's Agent may resign upon thirty (30) days notice to the parties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Former Target stockholdersStockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

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