Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. Stockholders (other than DSA) hereby irrevocably appoint Xxxxx Xxxxxxxxxxx as his, her or its agent and as the agent for purposes of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger and the Stock Purchase 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" in accordance with this Section 14. The Stockholders' Agent shall be reimbursed by the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Stockholders' Agent under this Agreement and the Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Stockholders shall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' Agent.

Stockholders’ Agent. Stockholders (other than DSAa) hereby By virtue of the approval of this Agreement by the Company Securityholders, the execution of a letter of transmittal or Warrant Termination Agreement by the Company Securityholders, the cancellation of Company Options in exchange for Merger Consideration and/or by the Company Securityholders otherwise participating in the Merger and receiving the benefits thereof, including the right to receive the Merger Consideration, and without further action of any Company Securityholder, each Company Securityholder shall be deemed to have irrevocably appoint Xxxxx Xxxxxxxxxxx as hisconstituted and appointed, her or its agent shall irrevocably constitute and appoint, as the agent for purposes case may be, the Stockholders’ Agent (and by execution of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx ’ Agent hereby accepts his appointment such appointment) as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement agent and the Escrow Agreement, attorney-in-fact for and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders the Company Securityholders, with full power of substitution, to act in the name, place and stead of each Company Securityholder with respect to this Article IX and the taking by the Stockholders' Agent, ’ Agent of any and on all actions and the making of any other action taken decisions required or purported permitted to be taken by the Stockholders’ Agent under this Agreement, including the exercise of the power to: (i) give and receive notices and communications under this Article IX; (ii) object to claims for indemnification or reimbursement made by any Parent Indemnified Party under this Article IX; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification or reimbursement made by any Parent Indemnified Party under this Article IX or any dispute relating to the Milestones or Contingent Payments; (iv) receive information under Section 9.1; (v) object to the calculation of any Contingent Payment; (vi) use the amounts in the Stockholders’ Agent’s Fund in furtherance of its duties as Stockholders’ Agent as it may determine in its good faith discretion and to cause the Stockholders’ Agent’s Fund Distribution to be distributed upon the expiration of the Stockholders’ Agent Period; (vii) enforce the Agreement on behalf of Stockholders the Company Securityholders; and (viii) take all actions necessary or appropriate in the good faith judgment of the Stockholders’ [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 9.3 by each Company Securityholder to the Stockholders’ Agent is coupled with an interest and is irrevocable, may be delegated by the Stockholders' Agent, as fully binding upon Stockholders’ Agent and shall survive the death or incapacity of any Company Securityholder. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent The identity of the Stockholders’ Agent and the terms of the agency may be changed, then and a successor Stockholders’ Agent reasonably acceptable to Parent may be appointed, from time to time (including in the former stockholders event of the resignation, death, disability or other incapacity of the Stockholders’ Agent) by consent of those Company holding Securityholders entitled to at least a majority of the shares of Parent Common Stock issued pursuant to the Merger Consideration, and the Stock Purchase 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 any such successor shall become succeed the "Stockholders' Agent" in accordance with this Section 14’ Agent as Stockholders’ Agent hereunder. The Stockholders' Agent No bond shall be reimbursed by the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as required of the Stockholders' Agent under this Agreement and ’ Agent. Each Company Securityholder shall be deemed to have agreed to receive correspondence from the Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Stockholders shall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' ’ Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' Agentin electronic form.

Stockholders’ Agent. Stockholders (other than DSAa) hereby irrevocably appoint Xxxxx Xxxxxxxxxxx as Each holder of Target Capital Stock and Target Restricted Stock (by his, her or its execution of the Written Consent or Letter of Transmittal), authorizes Stockholders’ Agent to act as agent and attorney-in-fact for and on behalf of the Security Holders and to take all actions necessary or appropriate in the judgment of Stockholders’ Agent with respect to an matter related to this Agreement or the Escrow Agreement, including all actions required or permitted to be taken by Stockholders’ Agent under this Agreement. Such agency may be changed by the holders of a majority in interest of the Escrow Pro Rata Shares upon not less than 10 days’ prior written notice to Acquiror. Stockholders’ Agent may resign as such upon 10 days’ prior written notice to Acquiror and Target or the Surviving Corporation (as applicable). In the event of such resignation, a replacement Stockholders’ Agent shall promptly be selected by the holders of a majority in interest of the Escrow Pro Rata Shares, and Stockholders’ Agent’s resignation shall not become effective until the earlier of (x) the time at which such replacement stockholders’ agent for purposes has been selected and (y) 45 days after the date on which Stockholders’ Agent provided written notice of all matters relating such resignation to Acquiror and Target or the Surviving Corporation (as applicable). In such an event, Stockholders’ Agent shall (i) reasonably cooperate in order to ensure a timely transition of responsibilities and records to the newly-selected stockholders’ agent, (ii) no longer be entitled to administer this Agreement, the Merger Escrow Agreement or the Designated Escrow Agreement from and after the effective time of its replacement (and shall take whatever actions are reasonably necessary to remove itself as a party thereto in substitution for the newly-selected stockholders’ agent) and (iii) only be entitled to expense reimbursement under Section 2.10(c) and the Designated Escrow Agreement for costs and expenses incurred through the effective time of its resignation. The newly-selected stockholders’ agent shall become the Stockholders’ Agent for all purposes of this agreement, the Escrow Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Designated Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by perform the Stockholders' Agent, duties and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent obligations of the Stockholders’ Agent hereunder and thereunder, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger from and the Stock Purchase 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" effective time in accordance with this Section 14. The Stockholders' Agent shall be reimbursed by the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Stockholders' Agent under this Agreement terms hereof and the Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Stockholders shall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' Agentthereof.

Stockholders’ Agent. Stockholders (other than DSAa) hereby irrevocably appoint Xxxxx Xxxxxxxxxxx In the event that the Merger is approved by the Target stockholders, effective upon such vote, and without further act of any Target stockholder, Xxxx X. Xxxxxxxx, shall be appointed as his, her or its agent and as the agent for purposes of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement attorney-in-fact (the "StockholdersSTOCKHOLDERS' AgentAGENT") for each stockholder of Target (except such stockholders, if any, as shall have perfected their dissenters' rights under Delaware Law), for and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as on behalf of the Former Target Stockholders' Agent. Parent shall be entitled , (i) to deal exclusively give and receive notices and communications to authorize delivery to Acquiror of shares of Acquiror Common Stock or cash 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 such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent on all matters relating for the accomplishment of the foregoing, (ii) to this enter into the Stock Restriction Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of the Former Target Stockholders and the holders of Target Warrants and convertible notes, and (iii) to enter into the Registration Rights Agreement on behalf of the Former Target Stockholders and holders of Target Warrants. Such agency may be changed by the stockholders of Target from time to time upon not less than 30 days prior written notice to Acquiror; PROVIDED, HOWEVER, that the Stockholders' Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund (with the Escrow Shares being valued at the Adjusted Closing Stock Price for purposes of this calculation) agree to such removal and to the identity of the substituted stockholders' agent. Any vacancy in the position of the Stockholders' Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund (with the Escrow Shares being valued at the Adjusted Closing Stock Price for purposes of this calculation). No bond shall be required of the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled not receive compensation for his services. Notice or otherwise be unable communications to fulfill his responsibilities as agent of or from the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger and the Stock Purchase 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" in accordance with this Section 14. The Stockholders' Agent shall be reimbursed by constitute notice to or from each of the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Stockholders' Agent under this Agreement and the Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise stockholders of reasonable judgment. The Stockholders shall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' AgentTarget.

Stockholders’ Agent. Stockholders (other than DSA) hereby irrevocably appoint Xxxxx Xxxxxxxxxxx as his, her or its agent and as the agent for purposes of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent No bond shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence required of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled receive no compensation for services. Notices or otherwise be unable communications to fulfill his responsibilities as agent of or from the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger and the Stock Purchase 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" in accordance with this Section 14. The Stockholders' Agent shall be reimbursed by the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as constitute notice to or from each of the Stockholders' Agent under this Agreement and the Escrow Agreement. The Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith faith, and in any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Stockholders shall severally and jointly indemnify the Stockholders' Agent and hold Stockholders' Agent him harmless against any loss, liability or expense incurred without gross negligence, negligence or bad faith or willful misconduct on the part of the Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder under this Escrow Agreement or the Merger Agreement. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all of the Stockholders and shall be final, binding and conclusive upon each such Stockholder, and the Escrow Agent and BSQUARE may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Stockholder. The Escrow Agent and BSQUARE are hereby relieved from any liability to any person or entity for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders' Agent. The Stockholders' Agent may be replaced by (i) the holders of a majority in interest of the Escrow Shares or (ii) the holders of a majority in interest of the Escrow Shares deposited on behalf of the holders of InfoGation Series C Preferred Stock immediately prior to the Effective Time, in each case upon not less than 10 days' prior written notice to BSQUARE. Upon any replacement of the Stockholders' Agent, BSQUARE will promptly deliver to the Escrow Agent notice of such replacement, as well as a specimen signature of such new Stockholders' Agent. Before receiving such notice and specimen signature, the Escrow Agent shall not be required to recognize any change in the Stockholders' Agent. The Stockholders' Agent shall have reasonable access to information about the Company and BSQUARE and the reasonable assistance of the Company's and BSQUARE's officers and employees for purposes of performing their duties hereunder and exercising their rights under the this Escrow Agreement, including provided that the reasonable fees and expenses of any legal counsel retained by Stockholders' AgentAgent shall treat confidentially and not disclose any nonpublic information from or about the Company or BSQUARE to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Stockholders’ Agent. Stockholders (other than DSA) By execution of the letter of transmittal referenced in Section 1.04(a), each Stockholder hereby irrevocably appoint Xxxxx Xxxxxxxxxxx constitutes and appoints Xxxxxxx X. Xxxxx, as his, her or its the true and lawful agent and as the agent for purposes attorney-in-fact of all matters relating such Stockholder, referred to this Agreement, the Merger Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment herein as the Stockholders' Agent. Parent , with full powers of substitution to act in the name, place and stead of such Stockholder with respect to all decisions and determinations and actions required or permitted hereunder on behalf of the Stockholders (including giving consents and waivers to this Agreement, receiving distributions of the Merger Consideration and the Indemnification Escrow Amount for the benefit of such Stockholder, taking actions with respect to indemnification matters, including the right to compromise or settle any claim on behalf of such Stockholder, amending any provision hereof in any manner that does not differentiate among Stockholders, incurring any expense necessary to perform its duties hereunder and taking or refraining to take any action that the Stockholders' Agent deems necessary or appropriate), and any such action, decision or determination so made or taken shall be entitled deemed the action, decision or determination of such Stockholder, and any notice, document, certificate or information required to deal exclusively be given to any Stockholder, shall be deemed so given if given to the Stockholders' Agent. The appointment of the Stockholders' Agent shall be deemed coupled with an interest and shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders' Agent on behalf of the Stockholders in all matters relating in which it has been granted authority pursuant to this Agreement Section 11.18. All actions, decisions and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence instructions of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall dietaken, become disabled made or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued given pursuant to the Merger and authority granted to the Stock Purchase 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" in accordance with Agent pursuant to this Section 1411.18 shall be final, conclusive and binding upon all Stockholders. The Stockholders' Agent shall acting at any time hereunder may resign at any time by giving at least thirty (30) days' prior written notice of resignation to Purchaser and each Stockholder, such resignation to be reimbursed by effective on the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the date a successor Stockholders' Agent under this Agreement and is appointed by the Escrow AgreementStockholders. Upon receipt of such notice, the Stockholders shall promptly, but no later than thirty (30) days after receipt of such notice, appoint a successor Stockholders' Agent whereupon such successor Stockholders' Agent shall not be liable for any act done or omitted hereunder as succeed to all the rights and obligations of the resigning Stockholders' Agent while acting in good faith and in as of the exercise effective date of reasonable judgmentresignation as if originally named herein. The Stockholders shall severally indemnify Upon such assignment of this Agreement, the resigning Stockholders' Agent shall duly transfer and hold deliver documents at the time held by the resigning Stockholders' Agent, to such successor Stockholders' Agent. Any such resulting appointment shall be binding upon all of the parties to this Agreement. If no successor Stockholders' Agent harmless against any lossshall have been designated within thirty (30) days of receipt of resignation notice, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of successor Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' Agentshall be Xxxx X. Xxxxx.