Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) In case the Shareholders’ Agent shall so object in writing to any claim or claims by Parent made in any Officer’s Certificate, Parent shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders’ Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders’ Agent and Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute from the Escrow Fund in accordance with the terms thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc), Agreement and Plan of Merger and Reorganization (Pixelworks Inc)

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Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so shall, pursuant to Section 8.6, object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall retain or distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Acquiror Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uproar Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have forty-five thirty (4530) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders’ Agent ' Representative shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent ' Representative to respond in a written statement to the objection of the Shareholders’ Agent' Representative. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders’ Agent ' Representative and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent ' Representative and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders’ Stockholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have fortytwenty-five (4525) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders’ Stockholders' Agent. If after such fortytwenty-five (4525) day period there remains a dispute as to any claims, the Shareholders’ Stockholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Stockholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders’ Stockholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer’s 's Certificate, Parent shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Stockholders' Agent to respond in a written statement to the objection of the Shareholders’ Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders’ Stockholders' Agent and a representative of Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Stockholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Micrel Inc)

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Resolution of Conflicts; Arbitration. (a) In case the Shareholders’ Stockholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders’ Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders’ Stockholders' Agent and Parent Acquiror shall attempt in good faith for sixty thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Stockholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Acquiror Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock, cash or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Multex Com Inc)

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s 's Certificate, Parent Acquiror shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders’ Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc)

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer’s 's Certificate, Parent shall have forty-five (45) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Shareholders' Agent and a representative of Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock and cash or other property from the Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

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