Actions of the Stockholders Sample Clauses

Actions of the Stockholders. Agents. A decision, act, consent or instruction of the Stockholders' Agents shall constitute a decision of all of the Former Target Stockholders for whom consideration otherwise payable to them is deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Former Target Stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Agents as being the decision, act, consent or instruction of each and every such Former Target Stockholder. The Escrow Agent and Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders' Agents.
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Actions of the Stockholders. Agent A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all of the Company stockholders and shall be final, binding and conclusive upon each and every Company shareholder, and the Escrow Agent and Parent 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 Company shareholder. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders' Agent.
Actions of the Stockholders. Each Stockholder will not take or permit to be taken any action or do or permit to be done anything in the conduct of the business of Coinexx or otherwise which would be contrary to or in breach of any of the terms, conditions or
Actions of the Stockholders. REPRESENTATIVE A unanimous decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision of all Company Stockholders and shall be final, binding and conclusive upon each such Company Stockholder and Itron may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of the Company Stockholders. Itron is hereby relieved from any liability to any Person for any acts done by them in accordance with such written decision, act, consent or instruction of the Stockholders' Representative.

Related to Actions of the Stockholders

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2016-A Exchange Note or any 2016-A Lease or 2016-A Vehicle allocated to the 2016-A Reference Pool.

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Covenants of the Stockholder The Stockholder agrees as follows:

  • Obligations of the Sponsor The Sponsor agrees to provide the Asset Representations Reviewer with the following: • Reasonable access to the Sponsor; • Complete AUPs; • Required Documents; and • Other related information reasonably requested by the Asset Representations Reviewer to perform the Services hereunder.

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

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