Stockholder Agent. The parties hereto acknowledge and accept the provisions of Section 8.5 of the Merger Agreement concerning the Stockholder Agent, which are incorporated herein by reference. Any successor Stockholder Agent under the Merger Agreement shall become the Stockholder Agent hereunder, as provided in such Section 8.15.
Stockholder Agent. (a) Appointment. By adopting and approving this Agreement, approving the Merger, and appointing and constituting the Stockholder Agent as their exclusive agent, attorney-in-fact and representative for purposes of this Agreement, the Escrow Agreement and the Transactions contemplated hereby and thereby at the Company Stockholder Meeting, the stockholders of the Company shall have (i) appointed and constituted the Stockholder Agent their exclusive agent, attorney-in-fact and representative in relation to or in connection with this Agreement, the Escrow Agreement and the Transactions contemplated hereby and thereby, (ii) consented to and authorized the Stockholder Agent to take or omit to take any and all actions and to make or omit to make any and all decisions required or permitted to be taken by it under this Agreement or the Escrow Agreement, and (iii) consented to and approved the terms and provisions of the Escrow Agreement; in each case without any further action on the part of any such stockholder. As evidenced by the execution of the Limited Joinder Agreement or by countersigning the Escrow Agreement, as applicable, the Stockholder Agent accepts such appointment as stockholder agent to act on behalf of the Stockholders with respect to the matters contemplated by this Agreement and the Escrow Agreement.
Stockholder Agent. 96 Section 8.6 Resolution of Conflicts...................................................98 Section 8.7
Stockholder Agent. 1 Transferring.................................14
Stockholder Agent. (a) To the fullest extent permitted by Law, the Company Securityholders (other than those holding Dissenting Shares), by the requisite approval and adoption of this Agreement, and the Founders exercise of the drag along rights in ARTICLE V, Section 4(a) of the Company’s certificate of incorporation, irrevocably appoint the Stockholder Agent as their agent and attorney-in-fact to act on behalf of each Company Securityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby. The Stockholder Agent is authorized: (i) to take all action necessary to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which Parent or any other Indemnified Party may seek indemnity pursuant to this Article VII, (ii) to prosecute on behalf of the Company Securityholders indemnification claims against Parent or the Surviving Company under this Article VII, (iii) to give and receive all notices required to be given under this Agreement, and (iv) to take any and all additional action as is contemplated to be taken by the Stockholder Agent or by or on behalf of the Company Securityholders by the terms of this Agreement; provided, however, that the powers conferred above shall not authorize or empower the Stockholder Agent to do or cause to be done any of the foregoing in a manner that improperly discriminates between or among the Company Securityholders, and provided further that the Stockholder Agent shall not be entitled to, and shall not, take any action that would or could (x) cause any Company Securityholder to have any liability hereunder whatsoever in excess of the Escrow Fund, (y) result in the amounts payable hereunder to any Company Securityholder being distributed in any manner other than as set forth in this Agreement and the Escrow Agreement, or (z) result in any Company Securityholder having any indemnity or other obligations or liabilities under this Agreement (including, for the avoidance of doubt, any adverse change to the nature of the indemnity obligations), in excess of those set forth in this Article VII, without (in each case) such Company Securityholder’s prior written consent.
Stockholder Agent. Each of the Sellers hereby irrevocably appoints First Reserve Corporation to be the representative (the "Stockholder Agent") of the Sellers following the Closing Date in any matter arising out of this Agreement. For any matter in which Buyer is entitled to rely on or otherwise deal with the Sellers, Buyer shall be entitled to communicate solely with the Stockholder Agent and shall be entitled to rely on any such communications as being the desire and will of the Sellers. Notice delivered to the Stockholder Agent in accordance with Section 11.2 hereof shall be deemed notice to all of the Sellers. For purposes of this Agreement, each Seller, without any further action on its part, shall be deemed to have consented to the appointment of First Reserve Corporation as the attorney-in-fact for and on behalf of each such Seller, and the taking by the Stockholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement. Accordingly, the Stockholder Agent has unlimited authority and power to act on behalf of each Seller with respect to this Agreement and the disposition, settlement or other handling of all indemnification claims, amendments, waivers, and other rights or obligations arising from and taken pursuant to this Agreement. The Sellers will be bound by all actions taken by the Stockholder Agent in connection with this Agreement, and Buyer shall be entitled to rely on any action or decision of the Stockholder Agent. The Stockholder Agent will not incur any liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Stockholder Agent may rely on the advice of counsel, and the Stockholder Agent will not be liable to the Sellers for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice. Notwithstanding the foregoing, Buyer will not incur any liability to any Seller with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement, in each case whether written or oral, or other document provided by the Stockholder A...
Stockholder Agent. The Escrow Agent shall distribute assets from the Escrow Account to satisfy a claim of the Stockholder Agent only upon receipt of a certification from the Stockholder Agent that (i) such funds shall be used strictly in accordance with the terms and provisions of this Agreement and Section 3.14 of the Merger Agreement, and (ii) the requested amount, together with all amounts theretofore paid to the Stockholder Agent from the Escrow Account and all amounts theretofore requested by the Stockholder Agent from the Escrow Account and not finally denied, do not exceed the Stockholder Agent Expense Cap.
Stockholder Agent. (a) At the Closing, Xxxxxxx X. Xxxxxx shall be constituted and appointed as the Stockholder Agent. For purposes of this Agreement, the term “
Stockholder Agent. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any Stockholder, a committee (the "Committee"") of Russxxx Xxxxxx xxx Kirk Xxxx xxxll be appointed as agents and attorneys-in-fact (collectively, the "Stockholder Agent") for each Stockholder (except such Stockholders, if any, as shall have perfected their dissenter rights under applicable law). The Stockholder Agent, for and on behalf of Stockholders, shall have the power to take any and all actions required to be taken by the Stockholders pursuant to this Agreement or the Escrow Agreement, including, without limitation, the power to give and receive notes and communications, to enter into and perform the Escrow Agreement, to make claims for indemnification against Watsxx, xx authorize delivery to Watsxx xx Watsxx Xxxmon Stock or other property from the Escrow Fund in satisfaction of claims by Watsxx, xx 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 appropriate or in the judgment of Stockholder Agent for the accomplishment of the foregoing. The Stockholder Agent shall act by unanimous vote or unanimous written action or consent of the members of the Committee. Effective upon the approval of this Agreement by the Stockholders, the Stockholders individually shall have no power or authority to take any actions against Watsxx xx otherwise pursuant to this Agreement or the Escrow Agreement, and all actions of the Stockholders, whether pursuant to this Agreement or the Escrow Agreement, must be taken solely by the Stockholder Agent.
Stockholder Agent. The provisions of Section 7.7 shall apply to any acts taken by the Stockholder Agent pursuant to this Section 1.15. To the fullest extent permitted by Law, any decision, act, consent or instruction of the Stockholder Agent in connection with this Section 1.15 shall constitute a decision of all Company Securityholders and shall be final, binding and conclusive upon each of the Company Securityholders. Parent shall be entitled to rely upon any such decision, act, consent or instruction of the Stockholder Agent as being the decision, act, consent or instruction of every Company Securityholder. Parent is hereby relieved from any liability to any Person for acts done in accordance with such decision, act, consent or instruction of the Stockholder Agent.
