Xxxxx X. X. Xxxxxxxx
Xxxxx X. Xxxxx ...................................
Xxxxx X. Xxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxx X. Xxxx and Xxxxxx X. Xxx hereby each accepts his appointment as a Shareholders’ Agent. Parent shall be entitled to deal exclusively with the Shareholders’ Agents on all matters relating to (i) the determination of Final Working Capital pursuant to Section 3.1, (ii) the determination of the Earnout Amount pursuant to Section 3.2, (iii) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (iv) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this 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 any Holder by the Shareholders’ Agents, and on any other action taken or purported to be taken on behalf of any Holder by the Shareholders’ Agents, as fully binding upon such Holder. If one of the Shareholders’ Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Holders, then the Holders of a majority of the shares of Company Preferred Stock and Company Common Stock as of immediately prior to the Effective Time of Merger I, shall, within ten (10) calendar 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 one of the “Shareholders’ Agents” for purposes of (1) the determination of Final Working Capital pursuant to Section 3.1, (2) the determination of the Earnout Amount pursuant to Section 3.2, (3) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (4) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement. The Shareholders’ Agents shall not be responsible for any act done or omitted thereunder as Shareholder’s Agents while acting in good faith and without gross negligence or willful misconduct. The Holders shall jointly and severally indemnify the Shareholders’ Agents and hold the Shareholders’ Agents harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders’ Agents and arising out of or in connection with the acceptance or administration of the Shareholders’ Agents’ duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Shareholders’ Agents, in con...
Xxxxx X. Xxxxxxxx, Esq., Associate General Counsel, Legal and Corporate Affairs, and Assistant Secretary of the Company, shall have furnished to the Representatives his written opinion, dated the Time of Delivery, in form and substance substantially in the form set forth in Schedule IV hereto;
Xxxxx X. Xxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interests in Harmony Group. Harmony Group owns legal and beneficial title to 50% of MACG. Xxxxxx X. Xxxxxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interests in First Equity Realty. First Equity Realty owns legal and beneficial title to 50% of MACG.
Xxxxx X. Xxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interest in the Harmony Group; the Harmony Group owns legal and beneficial title to 75% of the outstanding equity interests in the Borrower.
Xxxxx X. Xxxxxxxx Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Compliance Department
Xxxxx X. Xxxxxxx ------------------------------------------ Xxxxx X. Xxxxxxx Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxxx Xxxxxxx hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxxx Xxxxxxx -------------------------------- Xxxxxx Xxxxxxx Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxxxxx Le Beau hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxxxxx Le Xxxx ---------------------------------- Xxxxxxxx Le Beau Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx --------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx --------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxx Xxxxxx hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxx X. Xxxxxx ------------------------------------ Xx...
Xxxxx X. Xxxxx A to the Agreement is deleted and replaced in its entirety by Annex A attached hereto.
