Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) The Shareholders' Agent shall be constituted and appointed as the Shareholders' Agent for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize disbursement by the Escrow Agent from the Escrow Account, in satisfaction of claims by an Indemnified Person, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all of the foregoing. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 Shareholders shall severally indemnify the Shareholders' Agent on the basis of their respective Proportionate Shares and hold her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X.

Shareholders' Agent. (a) The Shareholders' Agent shall be constituted and appointed as the Shareholders' Agent agent for and on behalf of the Company Shareholders Affiliates to give and receive notices and communications, to authorize disbursement by delivery to Acquirer of the Escrow Agent Acquirer Common Stock or other property from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonAcquirer, to object to such deliveries, to make claims on behalf of the Target Shareholders pursuant to Section 9, 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 agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all of the foregoing. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company Target Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as ShareholdersShareholder' Agent while acting in good faith and in the exercise of reasonable judgment, judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Target Shareholders shall severally indemnify and hold the Shareholders' Agent on the basis of their respective Proportionate Shares and hold her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit . (c) Acquirer acknowledges that the Shareholders' Agent may have a conflict of interest with respect to his duties as Shareholders' Agent's obligations to any Indemnified Person pursuant to , and in such regard the terms Shareholders' Agent has informed Acquirer that he will act in the best interests of this ARTICLE X.the Target Shareholders.

Shareholders' Agent. (a) The Shareholders' Agent ▇▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as the Shareholdersagent ("SHAREHOLDERS' Agent AGENT") for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize disbursement by the Escrow Agent from Parent to reduce the Escrow Account, Holdback in satisfaction of claims for Damages by an Indemnified PersonProtected Parties, to object to such deliveriesclaims, 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 agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all of the foregoing. Such agent may be changed by the holders of a majority in interest of the Holdback from time to time upon not less than ten (10) days' prior written notice to Parent. No bond in favor of the Shareholders shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholders' Agent shall not be liable to the Shareholders for any act done or omitted hereunder as Shareholders' 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 Shareholders shall jointly and severally indemnify the Shareholders' Shareholders Agent on the basis of their respective Proportionate Shares and hold her him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X..

Shareholders' Agent. (a) The Shareholders' Agent shall Mark ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as the agent ("Shareholders' Agent Agent") for and on behalf of the Company Shareholders stockholders of Target to give and receive notices and communications, to authorize disbursement by delivery to Acquiror of the Escrow Agent cash or other property from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonAcquiror, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company ShareholdersTarget shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 Shareholders stockholders of Target shall severally indemnify the Shareholders' Agent on the basis of their respective Proportionate Shares and hold her him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X..

Shareholders' Agent. (a) The Shareholders' Agent 2M Invest A/S shall be constituted and appointed as the agent ("Shareholders' Agent Agent") for and on behalf of the Company Shareholders Sellers to give and receive notices and communications, to authorize disbursement by the Escrow Agent delivery to Cisco from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonCisco, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than ten (10) days' prior written notice to Cisco. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company ShareholdersSellers. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 Shareholders Principal Equity Holders shall severally indemnify the Shareholders' Agent on the basis of their respective Proportionate Shares and hold her him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X..

Shareholders' Agent. (a) The Shareholders' Agent Mart ▇▇▇▇▇ shall be constituted and appointed as the Shareholders' Agent for and on behalf of the Company Selling Shareholders to give and receive notices and communications, to authorize disbursement by delivery to Acquiror of the Escrow Agent Acquiror Common Stock or other property from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonAcquiror, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than ten (10) days' prior written notice to Acquiror. The Shareholders' Agent may resign upon thirty (30) days notice to the parties to this Agreement and the Selling Shareholders. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company Selling Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 Selling Shareholders shall severally indemnify the Shareholders' Agent on the basis of their respective Proportionate Shares and hold him or her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X..

Shareholders' Agent. (a) The Shareholders' Agent shall Roch▇ ▇▇▇ll be constituted and appointed as the agent ("Shareholders' Agent Agent") for and on behalf of the Company Shareholders MBR shareholders to give and receive notices and communications, to authorize disbursement by delivery to Quest of the Escrow Agent Quest Common Stock or other property from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonQuest, to settle any other claims for indemnification, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than 10 days' prior written notice to Quest. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company ShareholdersMBR shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 Shareholders MBR shareholders shall severally indemnify the Shareholders' Agent on the basis of their respective Proportionate Shares and hold her him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 . (c) The Shareholders' Agent shall limit have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X.

Shareholders' Agent. (a) The Shareholders' Agent Matt Boston shall be constituted and appointed as the agent (“Shareholders' Agent ’ Agent”) for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize disbursement by delivery to Parent of the Escrow Agent Parent Common Stock and/or cash from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonParent, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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 to, such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than 10 days’ prior written notice to Parent. No bond shall be required of the Shareholders' ’ Agent, and the Shareholders' ’ Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' ’ Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholders' ’ Agent shall not be liable for any act done or omitted hereunder as Shareholders' Shareholder’ Agent while acting in good faith and in the exercise of reasonable judgment, judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders' ’ Agent on the basis of their respective Proportionate Shares and hold her him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' ’ Agent and arising out of or in connection with the acceptance or administration of her his duties hereunder. Nothing in this Section 10.6 shall limit the Shareholders' Agent's obligations to any Indemnified Person pursuant to the terms of this ARTICLE X..

Shareholders' Agent. (ai) The Shareholders' Agent Warburg, ▇▇▇▇▇▇ Equity Partners, L.P. shall be constituted and appointed as the agent (“Shareholders' Agent ’ Agent”) for and on behalf of the Company Shareholders to give and receive notices and communications, to authorize disbursement by delivery to Parent of the Escrow Agent Parent Common Stock or other property from the Escrow Account, Fund in satisfaction of claims by an Indemnified PersonParent, to object to such deliveries, deliveries to make claims on behalf of the Shareholders pursuant to Section 7.2(e) 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 agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of any or all the foregoing. Such agency may be changed by the holders of a majority in interest of the foregoingEscrow Fund from time to time upon not less than 10 days’ prior written notice to Parent. No bond shall be required of the Shareholders' ’ Agent, and the Shareholders' ’ Agent shall receive no compensation for her his services. Notices or communications to or from the Shareholders' ’ Agent shall constitute notice to or from each of the Company shareholders. Shareholders’ Agent shall be under no obligation to forward any information it receives from Parent under Section 1.6(c)(iv) to any Shareholder or otherwise keep the Shareholders informed about matters relating to the development of C31G or the milestones. (bii) The Except for fraud, the Shareholders' ’ Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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’ Agent. The Company Shareholders shall severally indemnify and hold the Shareholders' ’ Agent on the basis of their respective Proportionate Shares and hold her harmless against any loss, liability or expense incurred without gross negligence or in the absence of bad faith or fraud on the part of the Shareholders' ’ Agent and arising out of or in connection with the acceptance or administration of her his duties under this Agreement. (iii) The Shareholders’ Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company’s officers and employees for purposes of performing his duties and exercising his rights hereunder. Nothing in this Section 10.6 shall limit , provided that the Shareholders' Agent's obligations ’ Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to any Indemnified Person pursuant anyone (except on a need to the terms of this ARTICLE X.know basis to individuals who agree to treat such information confidentially).