Shareholders' Agent. The Shareholders hereby irrevocably appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as their agent for purposes of Sections 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby accepts this appointment as the Shareholders' Agent. HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 9 and 11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately thereafter, shall notify HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)
Shareholders' Agent. The By virtue of their approval of the Merger, the Merger Shareholders hereby shall irrevocably appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as their agent for purposes of Sections 1.6 and Section 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby accepts this his appointment as the Shareholders' Agent. HALIS Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 9 Section 1.6 and 11.10(c)Section 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder Indemnitor by the Shareholders' Agent, as fully binding upon such ShareholderIndemnitor or shareholder of the Company. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the ShareholdersIndemnitors or otherwise, then the Shareholders Indemnitors shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately promptly thereafter, shall notify HALIS Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections Section 1.6, Section 9 and 11.10(c)this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the ShareholdersIndemnitors.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Acuson Corp)
Shareholders' Agent. The By virtue of their approval of the Merger and this Agreement, the Merger Shareholders hereby irrevocably shall have approved, among other matters, the expense reimbursement provisions in Section 10.3 and shall appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Hadar Pedhazur as their agent for purposes of Sections 9 and 11.10(c) the transactions contemplated by this Agreement (the "Shareholders' Agent"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Hadar Pedhazur hereby accepts this his appointment as the Shareholders' Agent. HALIS Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 9 and 11.10(c)the transactions contemplated by this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Merger Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Merger Shareholder by the Shareholders' Agent, as fully binding upon such Merger Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Merger Shareholders, then the Merger Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately promptly thereafter, shall notify HALIS Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 9 and 11.10(c)this Section 10.
1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Merger Shareholders.
Appears in 1 contract
Shareholders' Agent. The Shareholders hereby irrevocably appoint ▇▇▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as ▇▇ their agent for purposes of Sections 1.10, 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby ▇▇▇eby accepts this appointment as the Shareholders' Agent. HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 1.10, 9 and 11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately thereafter, shall notify HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 1.10, 9 and 11.10(c11.10(d). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)
Shareholders' Agent. The Company and the Shareholders hereby irrevocably appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇ their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and the Escrow Agreement (the "SHAREHOLDERS' AGENT"), and Stev▇ ▇▇▇▇▇▇ as their agent for purposes of Sections 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby eby accepts this his appointment as the Shareholders' Agent. HALIS Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 9 Section 1.9, Section 10 and 11.10(c)the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such ShareholderShareholder or Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the ShareholdersShareholders and Indemnitors, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately promptly thereafter, shall notify HALIS Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholdersin accordance with this Section 11.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Accrue Software Inc)
Shareholders' Agent. The By virtue of their approval of the Merger, the Shareholders hereby irrevocably appoint ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ as their agent for purposes in connection with the transactions contemplated by Section 9 of Sections 9 this Agreement and 11.10(c) the Escrow Agreement (the "Shareholders' Agent"), and ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ hereby accepts this his appointment as the Shareholders' Agent. HALIS Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections Section 9 and 11.10(c)the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any the Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any the Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such ShareholderShareholder Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the ShareholdersShareholder Indemnitors, then the Shareholders Shareholder Indemnitors shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately promptly thereafter, shall notify HALIS Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 9 and 11.10(c)this Section 10.
1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the ShareholdersShareholder Indemnitors.
Appears in 1 contract
Shareholders' Agent. The Shareholders hereby irrevocably appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ ▇. as their agent for purposes of Sections 1.8, 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ ▇. hereby accepts this appointment as the Shareholders' Agent. HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 1.8, 9 and 11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately thereafter, shall notify HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 1.8, 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)