Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the stockholders of Target to give and receive notices and communications, to authorize delivery to Acquiror of the cash or other property from the Escrow Fund in satisfaction of claims by Acquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow 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 his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target 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 stockholders of Target shall severally indemnify the Shareholders' Agent and hold 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 his duties hereunder.

Shareholders' Agent. (a) Mark By executing an Employee Holders' Agreement or Non-Employee Shareholders' Agreement, voting to approve the Merger or accepting any Merger Consideration, each Shareholder and Optionholder appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed ▇▇▇▇▇▇ as agent (the "Shareholders' Agent") for and on behalf of the stockholders of Target such Shareholder and Optionholder to give and receive notices and communications, to authorize delivery to Acquiror 724 Solutions of the cash 724 Solutions Common Stock or other property from the Escrow Fund and, if applicable, the cancellation of Subject Options, in satisfaction of claims by Acquiror724 Solutions, to object to such deliveriesdeliveries and cancellations, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund and the Subject Options from time to time upon not less than ten (10) days' prior written notice to Acquiror724 Solutions. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholdersEzlogin Shareholders and Optionholders. (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 stockholders of Target Ezlogin Shareholders and Optionholders shall severally indemnify the Shareholders' Agent and hold 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 his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Ezlogin, the Surviving Corporation and 724 Solutions and the reasonable assistance of Ezlogin's, the Surviving Corporation's and 724 Solutions' respective officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Ezlogin, the Surviving Corporation or 724 Solutions to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby agrees to act as the Shareholders' Agent pursuant to the terms hereof.

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll 2M Invest A/S shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the stockholders of Target Sellers to give and receive notices and communications, to authorize delivery to Acquiror of the cash or other property Cisco from the Escrow Fund in satisfaction of claims by AcquirorCisco, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to AcquirorCisco. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target 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 stockholders of Target Principal Equity Holders shall severally indemnify the Shareholders' Agent and hold 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 his duties hereunder.

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll ▇ shall be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of the stockholders of Target Shareholders to give and receive notices and communications, to authorize delivery the Parent to Acquiror of reduce the cash or other property from the Escrow Fund Holdback in satisfaction of claims for Damages by AcquirorProtected 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, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing. Such agency agent may be changed by the holders of a majority in interest of the Escrow Fund Holdback from time to time upon not less than ten (10) days' prior written notice to AcquirorParent. No bond in favor of the Shareholders shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholdersShareholders. (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 stockholders of Target Shareholders shall jointly and severally indemnify the Shareholders' Shareholders Agent and hold 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 his duties hereunder.

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll Matt Boston shall be constituted and appointed as agent ("“Shareholders' ’ Agent"”) for and on behalf of the stockholders of Target Company Shareholders to give and receive notices and communications, to authorize delivery to Acquiror Parent of the Parent Common Stock and/or cash or other property from the Escrow Fund in satisfaction of claims by AcquirorParent, 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, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' ’ prior written notice to AcquirorParent. No bond shall be required of the Shareholders' ’ Agent, and the Shareholders' ’ Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' ’ Agent shall constitute notice to or from each of the Target shareholdersCompany 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 stockholders of Target Company Shareholders shall severally indemnify the Shareholders' ’ Agent and hold 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 his duties hereunder.