Stockholders’ Agent. (a) At the Closing, CombineNet Holdings, LLC shall be constituted and appointed as the Stockholders’ Agent. CombineNet Holdings, LLC hereby accepts its appointment as the Stockholders’ Agent. The Stockholders’ Agent shall have the following authority and responsibilities: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Acquiror Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Securityholders individually); (ii) execute the Escrow Agreement on behalf of the Effective Time Holders; (iii) authorize deliveries to Acquiror of cash and shares of Acquiror Stock from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Acquiror Indemnified Person, including by not objecting to such claims), receive distributions from the Escrow Fund on behalf of Effective Time Holders and pay any Transaction Expenses that may be due as a result of its receipt of such escrow proceeds; (iv) object to such claims pursuant to the Escrow Agreement; (v) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (vi) consent or agree to any amendment to this Agreement, (vii) take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing; and (viii) determine whether or not to purchase indemnification insurance on behalf of, and for the benefit of, the Effective Time Holders, including the amount of any such insurance, and payment of any costs, expenses or premiums related to obtaining such insurance out of the Representation Escrow Fund, in each case without having to seek or obtain the consent of any Person under any circumstance. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Effective Time Holders as a matter of contract law. The Person serving as the Stockholders’ Agent may be replaced from time to time by the holders of a majority in interest of the Escrow Fund upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his services. No provision of this...
Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of such Person to act on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agent.
Stockholders’ Agent. (a) The Company Stockholders, by approving this Agreement and the transactions contemplated hereby, and the other Company Holders irrevocably appoint and constitute Shareholder Representative Services LLC as the Stockholders’ Agent for and on behalf of the Company Holders. The Stockholders’ Agent shall have full power and authority to take any and all actions which it believes are necessary or appropriate under this Agreement and the Escrow Agreement, including, without limitation, to execute and deliver this Agreement and the Escrow Agreement as the Stockholders’ Agent and for all other purposes hereunder and thereunder, to give and receive notices and communications, to interpret on behalf of the Company Holders all of the terms and provisions of this Agreement and the Escrow Agreement, to authorize delivery to Parent of the applicable portion of the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to defend all indemnity claims against the Escrow Funds pursuant to Section 8.4(d) of this Agreement (an “Indemnity Claim”), to conduct negotiations with Parent, the Surviving Corporation and their respective agents regarding such claims, to deal with Parent, the Surviving Corporation and the Escrow Agent under this Agreement or the Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of Indemnity Claims, and request 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, in accordance with Section 9.9 and Section 9.10 of this Agreement, and the Escrow Agreement, retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, to obtain reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholders’ Agent in connection with this Agreement and the Escrow Agreement and to take all other actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of any or all of the foregoing. Without limiting the generality of the foregoing, the Stockholders’ Agent shall have the full power and authority to interpret on behalf of the Co...
Stockholders’ Agent. (a) Kirk X. Xxxxx xxxll be constituted and appointed as agent ("Stockholders' Agent") for and on behalf of the Warranting Stockholders to give and receive notices and communications, to authorize delivery to PURCHASER of the PURCHASER Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASER, 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 Stockholders' 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 10 days' prior written notice to PURCHASER. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Warranting Stockholders.
Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the Stockholders' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Target stockholders to give and receive notices and communications 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 claims arising out of this Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.
Stockholders’ Agent. (a) By virtue of the approval of this Agreement and the Merger by the requisite vote of the Company Stockholders, each Company Stockholder (other than such Company Stockholder, if any, holding Dissenting Shares) shall be deemed to have agreed to appoint Xxx Xxxxxxxxxx as the agent of the Company Stockholders (the “Stockholders’ Agent”) for and on behalf of the Company Stockholders, and such Stockholders’ Agent shall have such authority as granted herein, be constituted and appointed as such to give and receive notices and communications, to authorize delivery to any party of funds from the Escrowed Cash and/or shares from the Escrowed Shares in satisfaction of claims by such party, 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 Stockholders’ Agent for the accomplishment of the foregoing. Such agency may be changed from time to time upon prior written notice to Purchaser. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders.
Stockholders’ Agent. By virtue of their approval of this Agreement and the Merger, the Stockholders appoint Xxxxx X. Xxxxxx as their agent for purposes of Sections 7, 8 and 9 (the "Stockholders' Agent") to give and receive notices and communications, to authorize delivery to Parent of Parent Company Stock, cash or other property under the Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of indemnification claims, and to take all other actions necessary or appropriate to act on behalf of the Stockholders under this Agreement. Xxxxx X. Xxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on the matters indicated in Sections 7 and 8 and on all matters relating to 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 Stockholder by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholders' Agent, as fully binding upon such Stockholder. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then a majority of the Designated Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of Sections 7, 8 and 9 and this Section 10.1. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall be deemed to refer to the Designated Stockholders.
Stockholders’ Agent. (a) At the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “
Stockholders’ Agent. (a) At the Closing, Xxx Xxxxxxxx shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “
Stockholders’ Agent. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Stockholders. The Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholders shall severally and jointly indemnify the Stockholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder under this Escrow Agreement or the Merger Agreement. A decision, act, consent or instruction of the Stockholders' Agent shall constitute a decision of all of the Stockholders and shall be final, binding and conclusive upon each such Stockholder, and the Escrow Agent and BSQUARE may rely upon any decision, act, consent or instruction of the Stockholders' Agent as being the decision, act, consent or instruction of each and every such Stockholder. The Escrow Agent and BSQUARE are hereby relieved from any liability to any person or entity for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders' Agent. The Stockholders' Agent may be replaced by (i) the holders of a majority in interest of the Escrow Shares or (ii) the holders of a majority in interest of the Escrow Shares deposited on behalf of the holders of InfoGation Series C Preferred Stock immediately prior to the Effective Time, in each case upon not less than 10 days' prior written notice to BSQUARE. Upon any replacement of the Stockholders' Agent, BSQUARE will promptly deliver to the Escrow Agent notice of such replacement, as well as a specimen signature of such new Stockholders' Agent. Before receiving such notice and specimen signature, the Escrow Agent shall not be required to recognize any change in the Stockholders' Agent. The Stockholders' Agent shall have reasonable access to information about the Company and BSQUARE and the reasonable assistance of the Company's and BSQUARE's officers and employees for purposes of performing their duties and exercising their rights under this Escrow Agreement, provided that the Stockholders' Agent shall treat ...
