Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

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Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the -47- Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxxx Xxxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders share holders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty ten (3010) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxxxx X. Xxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxx X. Xxxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Unicorn Creative Services, Ltd. Xxxxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") -------------------------- for each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) 30 days prior written notice to Parent; provided that the Shareholder -------- Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

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Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxx X. Xxxxxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of -------------------------- shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxx X. Xxxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxxx X. Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. Xxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of -------------------------- shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

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