Common use of Stockholders' Agents Clause in Contracts

Stockholders' Agents. (a) Xxxx Xxxxx and Xxxxxxxxx X. Xxxxxx shall be constituted and appointed as agents (the "STOCKHOLDERS' AGENTS") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares 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 such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Softbank America Inc), Agreement and Plan of Merger (Yahoo Inc)

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Stockholders' Agents. (a) Xxxx Xxxxxxx Xxxxxxx and Xxxxx and Xxxxxxxxx X. Xxxxxx Xxxxxxx shall be constituted and appointed as agents (the "STOCKHOLDERSStockholders' AGENTSAgents") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares 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 such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp)

Stockholders' Agents. (a) Xxxx Xxxxx By virtue of approving this Agreement and Xxxxxxxxx X. Xxxxxx the Merger, the Target Stockholders shall be deemed to have constituted and appointed as John X. Xxxxxxx xxx Chrixxxxxxx Xxxxx xx agents (the "STOCKHOLDERS' AGENTS") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares Consideration 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 such claims, to negotiate, compromise and settle claims involving the Escrow Agent under the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares Consideration from time to time upon not less than ten five (105) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aspect Telecommunications Corp)

Stockholders' Agents. (a) Xxxx Xxxxx Xxxxx and Xxxxxxxxx X. Xxxxxx Xxxxx Xxxxx shall be constituted and appointed as agents (the "STOCKHOLDERSStockholders' AGENTSAgents") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares 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 such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yahoo Inc)

Stockholders' Agents. (a) Xxxx Xxxxx If this Agreement and the Merger are approved by the requisite vote of Zanova's stockholders, effective upon such vote and without any further act by any Former Zanova Stockholder, APPSWare Holdings, Inc. and Xxxxxxx Xxxxxxxxx X. Xxxxxx shall be constituted and appointed as agents (the "STOCKHOLDERSStockholders' AGENTSAgents") for and on behalf of the Former Target Zanova Stockholders to -------------------- give and receive notices and communications, to authorize delivery to Acquiror Onvia of the Escrow Shares or other property from the Escrow Fund in satisfaction of claims by AcquirorOnvia, 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' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to AcquirorOnvia. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Zanova Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

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Stockholders' Agents. (a) Xxxx Xxxxx William Peake, Sr. and Xxxxxxxxx X. Xxxxxx Najaf Husain shall be jointly constituted and appointed as agents xxxxxxxxx xx xxxxxs (the "STOCKHOLDERSStoxxxxxxers' AGENTSAgents") for and on behalf of the Former Target Stockholders to act on their behalf under the Escrow Agreement, to give and receive notices and communications, to authorize delivery to the Acquiror of the Escrow Shares Acquiror Stock or other property from the Escrow Fund in satisfaction of claims by the 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' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares Fund from time to time upon not less than ten (10) 15 days' prior written notice to the Acquiror, the Stockholders' Agents and the Escrow Agent. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for their services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target StockholdersStockholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Precise Software Solutions LTD)

Stockholders' Agents. (a) Xxxx Xxxxx Xxxxxxx and Xxxxxxxxx X. Xxxx Xxxxxx shall be constituted and appointed as agents (the "STOCKHOLDERS' AGENTS") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares 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 such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yahoo Inc)

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