Escrow Committee Sample Clauses
The Escrow Committee clause establishes a designated group responsible for overseeing and managing the escrow process within an agreement. This committee typically consists of representatives from the involved parties and may be tasked with making decisions regarding the release of escrowed funds or assets, resolving disputes related to escrow conditions, and ensuring compliance with the escrow terms. By centralizing authority and decision-making, the clause helps streamline the escrow process and provides a clear mechanism for resolving issues, thereby reducing delays and potential conflicts.
Escrow Committee. (a) Upon consummation of the transactions contemplated by the Acquisition Agreements and in consideration of the issuance of the Escrow Shares, each Stockholder shall be deemed to have irrevocably appointed the Escrow Committee as his or its attorneys-in-fact to give and receive notices and communications, to authorize delivery to Premiere of Escrow Shares from the Escrow in satisfaction of claims by Premiere, to object to such deliveries, 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 claim, and to take all actions necessary or appropriate in the judgment of the Escrow Committee for the accomplishment of the foregoing. No further documentation shall be required to evidence such appointment, and such power of attorney shall be coupled with an interest, thereby confirming such appointment as irrevocable. Notices or communications to or from the Escrow Committee shall constitute notice to or from each Stockholder. A decision, act, consent or instruction of the Escrow Committee shall constitute a decision of all Stockholders for whom shares of Premiere Common Stock otherwise issuable to them are deposited in the Escrow and shall be final, binding and conclusive upon each such Stockholder, and the Escrow Agent and Premiere may rely upon any "properly authorized" decision, act, consent or instruction of the Escrow Committee as being the decision, act, consent or instruction of each and every such Stockholder. The Escrow Agent and Premiere are hereby relieved from any liability to any person for any acts done by them in accordance with such properly authorized decision, act, consent or instruction of the Escrow Committee. The Escrow Committee shall be empowered to act by majority vote with respect to all matters arising under this Escrow Agreement during the term of this Escrow Agreement, and for the purposes of this Agreement, a "properly authorized" decision, act, consent or instruction of the Escrow Committee is one that is approved by at least a majority of the members of the Escrow Committee. No bond shall be required of the Escrow Committee, and members of the Escrow Committee shall receive no compensation for their services.
(b) Neither the Escrow Committee nor any member thereof shall be liable to anyone whatsoever by reason of any error of judgment or for any act done or step taken or omitted by them in good faith or for any mistake of fact o...
Escrow Committee. The Escrow Committee shall consist of the following members: a representative of MRTC, a representative of the GCSI Stockholders and a third party designated by the members of the Escrow Committee. The third member of the Escrow Committee shall be a qualified person with prior judicial experience or with other relevant experience. Such third member shall not have previously represented the MRTC, GCSI or its subsidiaries, or any shareholder or ESOP participant. The reasonable fees and expenses of such third member shall be paid out of the Escrow pursuant to the terms of a written agreement approved by the other members of the Escrow Committee. Such third member may be removed by agreement of the MRTC and the representative of the GCSI Stockholders, for any or no reason, upon seven (7) days’ notice. The representative of the majority shareholders, who shall initially be selected by M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, shall be replaced only upon nomination of a replacement by M▇. ▇▇▇▇▇ and confirmed by a majority vote of the GCSI stockholders voting. The representative of the GCSI Stockholders and MRTC may receive reimbursement for all expenses associated with their work on the Escrow Committee, as provided herein. Except as otherwise specified herein, all actions taken by the Escrow Committee must be confirmed in writing by a majority of all members.
Escrow Committee. The Escrow Committee shall represent the Shareholders in all matters pertaining to this Escrow Agreement. CompuCom, Purchaser, the Surviving Corporation and the Escrow Agent shall be entitled to rely upon any statements or other communications by or purported to be on behalf of the Escrow Committee without the necessity of determining the validity of the actions taken. Actions taken by the Escrow Committee (or failures to act) shall be deemed binding and conclusive on all Shareholders.
Escrow Committee a. Upon consummation of the Purchase Agreement and in consideration of the issuance of the Escrow Shares, Securityholder shall be deemed to have irrevocably appointed the Escrow Committee as his attorneys in fact to give and receive notices and communications, to authorize delivery to P- Com of the Escrow Shares or other property from the Escrow in satisfaction of claims by P-Com, 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
Escrow Committee. 34 8.3 Non Transferability of Escrowed Funds............................................................... 35
Escrow Committee. In all matters respecting the Escrow Agreement the Escrow Committee (as defined in the Escrow Agreement) shall represent the former shareholders, optionholders and warrantholders of the Company. The Escrow Committee will agree to serve as such. The Escrow Committee shall act by majority (if more than 1 person) and may act upon written consent or telephonic or personal meetings. If one or more of the members of the Escrow Committee resign or become unable to serve:
(1) the remaining member or members shall comprise the Escrow Committee, (2) the remaining member or members are empowered to appoint a replacement for such terminated member and they shall give notice to Purchaser thereof, and (3) if there are no members of the Escrow Committee, the former shareholders, optionholders and warrantholders of the Company shall promptly elect a member or members of the Escrow Committee based on their proportional contingent right to the Escrowed Funds, but if after three months of there not being members of the Escrow Committee and during this period they fail to make such appointments and give notice thereof to Purchaser within such three months then Purchaser will appoint an independent third party to the Escrow Committee to represent the former shareholders, optionholders and warrantholders under the Escrow Agreement. Purchaser,
Escrow Committee. The Principal MODE Stockholders will act as the escrow committee (the "Escrow Committee"), with full power and authority, to act as their attorney-in-fact on behalf of such Principal MODE Stockholders to contest, settle, compromise or otherwise dispose of any claim made by any Indemnified Person in accordance with Article VII of the Merger Agreement and the terms hereof, including without limitation to make, execute, acknowledge and deliver all stock certificates and powers, waivers, receipts, notices, instructions, certificates and other documents in connection with the foregoing. No further documentation shall be required to evidence such appointment, and such power of attorney shall be coupled with an interest, thereby confirming such appointment as irrevocable. The Escrow Committee shall be empowered to act on behalf of the Principal MODE Stockholders with respect to all matters arising under Article VII of the Merger Agreement and the terms hereof. If any member of the Escrow Committee shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities hereunder, the remaining members of the Escrow Committee shall select a