Actions of the Stockholders Representative Sample Clauses

Actions of the Stockholders Representative. Any decision, act, consent or instruction of the Stockholders Representative shall constitute a decision of all Stockholders and shall be final, binding and conclusive upon each Stockholder, and the Corporation may rely upon any decision, act, consent or instruction of the Stockholders Representative as being the decision, act, consent or instruction of each Stockholder. The Corporation is hereby relieved from any liability to any Person for any acts done by the Corporation in accordance with any such decision, act, consent or instruction of the Stockholders Representative.
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Actions of the Stockholders Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholders’ Representative that is within the scope of the Stockholders’ Representative’s authority under this Section 9 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all stockholders of the Company and holders of Company Stock Options immediately prior to the Effective Time and shall be final, binding and conclusive upon each such holder and each Acquiror Indemnified Person (as defined in Section 10.1 hereof), and the Escrow Agent and Parent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company stockholder and holder of Company Stock Options.
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Actions of the Stockholders Representative. A decision, act, consent or instruction of the Stockholders' Representative (acting in its capacity as the Stockholders' Representative) shall constitute a decision of all the Stockholders and Common Optionholders and shall be final, binding and conclusive upon each of such Stockholders and Common Optionholders, and Parent may rely upon any such decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each such Stockholder and Common Optionholder. Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any person for any acts done by Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent or instruction of the Stockholders' Representative.
Sample 1
Actions of the Stockholders Representative. A decision, act, consent or instruction of the Stockholders Representative shall constitute a decision of all Company Stockholders and Company Vested Stock Optionholders to whom funds otherwise payable are deposited in the Indemnity Fund and shall be final, binding and conclusive upon each such Company Stockholder and Company Vested Stock Optionholder, and the Indemnity Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Representative as being the decision, act, consent or instruction of each and every such Company Stockholder and Company Vested Stock Optionholder. The Indemnity Agent and each Parent Group Member 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 Representative.
Sample 1
Actions of the Stockholders Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholders Representative that is within the scope of the Stockholders Representative’s authority under Section 7.7(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all holders of Systinet Capital Stock, Systinet Options and Systinet Warrants immediately prior to the Effective Time and shall be final, binding and conclusive upon each such holder; and each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such holder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Stockholders Representative.
Sample 1
Actions of the Stockholders Representative. A decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision of all Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every such Target shareholder. 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' Representative.
Sample 1
Actions of the Stockholders Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholders' Representative that is within the scope of the Stockholders' Representative's authority under ARTICLE 7 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Stockholders and shall be final, binding and conclusive upon each such stockholder; and each Indemnified Person and the Escrow Agent, if applicable, shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such stockholder or option holder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Stockholders' Representative.
Sample 1
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Actions of the Stockholders Representative. Each Seller agrees that Buyer and Open Energy shall be entitled to rely on any action taken collectively by the Stockholders’ Representative, on behalf of the Sellers pursuant to Section 11.1 above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Person had taken such Authorized Action.
Sample 1
Actions of the Stockholders Representative. From and after the Effective Time, a decision, act, consent or instruction of the Stockholders’ Representative pursuant to its appointment under Section 9.16(a) shall constitute a decision of all of the Represented Equityholders for which the Stockholders’ Representative has authority to act under Section 9.16(a), and shall be final, binding and conclusive upon each such Represented Equityholders for which the Stockholders’ Representative has authority to act under Section 9.16(a), and the Indemnity Escrow Agent and Parent and their respective Affiliates, Subsidiaries, successors and assigns may rely upon any decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each such Represented Equityholder. The Indemnity Escrow Agent, Parent and their respective Affiliates, Subsidiaries, successors and assigns shall be fully protected in relying in good faith on any decision, act, consent or instruction of the Stockholders’ Representative with respect to which (and to the extent that) authority has been granted under Section 9.16(a) and shall not be obliged to make any inquiries into the authority of the Stockholders’ Representative.
Sample 1

Related to Actions of the Stockholders Representative

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • Representations of the Corporation The Corporation represents and warrants as follows:

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