Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. (a) The Stockholders’ Agent shall be constituted and is hereby appointed as agent and attorney-in-fact for and on behalf of the Indemnifying Parties and shall have full power and authority to perform all responsibilities of the Stockholders’ Agent set forth in this Agreement, including without limitation, to represent the Indemnifying Parties, to give and receive notices and communications, to authorize the Escrow Agent to release any portion of the Escrow Fund to Acquiror in satisfaction of claims under this Agreement by Acquiror, to object to such releases, 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, to act on the Indemnifying Parties’ behalf with respect to the matters set forth herein, in accordance with the terms and provisions set forth herein, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 6.14 and 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. Such agency may be changed by the vote of the Indemnifying Parties representing a majority in interest of the Escrow Funds 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. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of the Stockholders. The Stockholders’ Agent may not resign unless the Stockholders’ Agent gives Acquiror twenty (20) days’ prior written notice of such resignation.

Stockholders’ Agent. (a) The Stockholders’ Agent shall be constituted For purposes of this Section 8 and is hereby appointed the Escrow Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the Stockholders and Note Holders, the Stockholders and Note Holders shall, prior to the Closing, appoint an agent (the "STOCKHOLDERS' AGENT") to serve as agent the representative and attorney-in-fact for and on behalf of the Indemnifying Parties Stockholders and Note Holders, subject to the provisions of Sections 8.5(b), (c) and (d), below. The Stockholders' Agent shall have full power be authorized to, for and authority to perform all responsibilities on behalf of the Stockholders’ Agent set forth in this AgreementStockholders and Note Holders, including without limitation, to represent the Indemnifying Parties, to give and receive notices and communications, authorize delivery to authorize the Escrow Agent to release any portion Purchaser of Purchaser Shares or other property from the Escrow Fund to Acquiror in satisfaction of claims under this Agreement by Acquirorthe Purchaser, to object to such releasesdeliveries, 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, to act on the Indemnifying Parties’ behalf with respect to the matters set forth herein, in accordance with the terms and provisions set forth herein, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 6.14 and 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. Such agency may be changed by the vote holders of the Indemnifying Parties representing a majority in interest of the Escrow Funds Fund from time to time upon not less fewer than ten (10) days’ ' prior written notice to Acquirorthe Purchaser. No bond shall be required of the Stockholders’ ' Agent. Notices or communications to or from the Stockholders’ ' Agent shall constitute notice to or from each of the Stockholders. The Stockholders’ Agent may not resign unless the Stockholders’ Agent gives Acquiror twenty (20) days’ prior written notice of such resignationStockholders and Note Holders.

Stockholders’ Agent. (a) The Stockholders’ Agent Dr. Xxxxxxxxx Xxxxxx, or her designee, shall be be, and through the Required Company Stockholder Vote is, constituted and is hereby appointed as agent and attorney-in-fact ("STOCKHOLDERS' AGENT") for and on behalf of the Indemnifying Parties and shall have full power and authority to perform all responsibilities of the Stockholders’ Agent set forth in this Agreement, including without limitation, to represent the Indemnifying Parties, Company Equityholders to give and receive notices and communications, to authorize delivery to Parent of the Escrow Agent to release any portion Series G Stock or other property from the Indemnity Portion of the Escrow Fund to Acquiror in satisfaction of claims under this Agreement by AcquirorParent Indemnified Persons, to object to such releasesdeliveries, 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, to act on the Indemnifying Parties’ behalf with respect to the matters set forth herein, in accordance with the terms and provisions set forth herein, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 6.14 and 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. Such agency may be changed by the vote holders of the Indemnifying Parties representing a majority in interest of the Indemnity Portion of the Escrow Funds Fund from time to time upon not less than ten (10) 10 days’ ' prior written notice to AcquirorParent. No bond shall be required of the Stockholders’ ' Agent, and the Stockholders' Agent shall receive no compensation for her services. Notices or communications to or from the Stockholders’ ' Agent shall constitute notice to or from each of the Stockholders. The Stockholders’ Agent may not resign unless the Stockholders’ Agent gives Acquiror twenty (20) days’ prior written notice of such resignationCompany Equityholders.