Securityholders Agent Sample Clauses

Securityholders Agent. (a) Timeline Venture Management, LLC, a California limited liability company, shall be constituted and appointed as agent ("SECURITYHOLDERS' AGENT") for and on behalf of the Company Stockholders to give and receive notices and communications, to authorize payment to Parent and Surviving Corporation pursuant to Section 8 in satisfaction of Indemnification Claims, to object to such deliveries and to make claims on behalf of the Company Stockholders pursuant to Section 8, 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 Indemnification Claims, to resolve any Indemnification Claims and to take all actions necessary or appropriate in the judgment of the Securityholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Convertible Promissory Notes, and the shares issuable upon conversion thereof, from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Securityholders' Agent, and the Securityholders' Agent shall receive no compensation for his services. Notices or communications to or from the Securityholders' Agent shall constitute notice to or from each of the Company Stockholders. (b) The Securityholders' Agent shall not be liable for any act done or omitted hereunder as Securityholders' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders shall severally indemnify the Securityholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Securityholders' Agent shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Securityholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Securityholders Agent. (a) The Securityholders’ Agent shall be constituted and appointed as exclusive agent and attorney-in-fact for and on behalf of the Effective Time Holders and shall have full power authority to represent, to give and receive notices and communications, to authorize the release of any portion of the Escrow Consideration to Acquiror in satisfaction of claims under this Agreement by Acquiror, to object to such releases, 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, to act on the Effective Time Holders’ behalf with respect to the matters set forth herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, in accordance with the terms and provisions set forth herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in this Section 9 and to take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the interpretation of this Agreement, the Escrow Agreement and the Securityholders’ Agent Engagement Agreement and accomplishment of the foregoing. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Effective Time Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Target Disclosure Schedule. The Securityholders’ Agent may resign at any time and such agency may be changed by the vote of Effective Time Holders representing a majority in interest of the Escrow Consideration from time to time upon not less than ten (10) days’ prior written notice to Acquiror. The immunities and rights to indemnification between the Effective Time Holders and the Securityholders’ Agent and Advisory Group shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agent. Notices or communications to or from the Securityholders’ Agent shall constitute notice to or from each of the Effective Time Holders. (b) Ce...

Securityholders Agent. Securityholders' Agent shall be that certain person appointed by the shareholders of the Company pursuant to Section 10.1 of the Reorganization Agreement.

Securityholders Agent. 91 9.5 Third-Party Claims............................................................................................... 92 9.6 Tax Effect of Indemnification Payments ............................................................. 93 9.7

Securityholders Agent. 32 3.9 Taxes ................................................................................................................................. 32 3.10 No Other Representations or Warranties; No Reliance .................................................... 32 4. Representations and Warranties of Purchaser ......................................................................... 33 4.1 Standing ............................................................................................................................ 33 4.2 Authority and Due Execution ........................................................................................... 33 4.3

Securityholders Agent. By virtue of their approval of the Merger and the Reorganization Agreement, the Shareholders shall have approved the indemnification and escrow terms set forth in the Reorganization Agreement and this Agreement and shall have agreed to irrevocably appoint _______________ as Securityholders' Agent, to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of this

Securityholders Agent. In the event that the Merger is approved, effective upon such vote and without any further act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth in Section 9, the terms of the Escrow Agreement and the terms of the Registration Rights Agreement, and shall irrevocably appoint Jame▇ ▇▇▇▇▇▇▇ ▇▇ their agent for all purposes in connection therewith (the "Securityholders' Agent"), including to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the judgment of the Securityholders' Agent for the accomplishment of the foregoing. Jame▇ ▇▇▇▇▇▇▇ ▇▇▇eby accepts his appointment as the

Securityholders Agent. The Securityholders’ Agent has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement and to act for and bind such Seller with respect to all matters relating to this Agreement and the Contemplated Transactions.

Securityholders Agent. In the event that the Merger is approved, effective upon such vote and without any further act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth