Common use of Stockholders’ Agent Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brainworks Ventures Inc), Escrow Agreement (Brainworks Ventures Inc)

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Stockholders’ Agent. (a) Kirk Cole X. Xxxxx Xxxxxx 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brainworks Ventures Inc)

Stockholders’ Agent. (a) Kirk Xxxxxx X. Xxxxx xxxll Xxxxxxx shall be and hereby is constituted and appointed as agent and attorney in fact ("Stockholders' Agent") for and on behalf of each of the Warranting Company Stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Acquiror of the PURCHASER Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERAcquiror, 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 PURCHASERAcquiror. 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 Company Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Synbiotics Corp)

Stockholders’ Agent. (a) Kirk X. Xxxxx Dan Xxxxxxxx xxxll be constituted and appointed as agent ("Stockholders' Agent") for and on behalf of the Warranting Stockholders Foglight stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Quest of the PURCHASER Quest Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERQuest, 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, 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 PURCHASERQuest. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his its services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Warranting StockholdersFoglight stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

Stockholders’ Agent. (a) Kirk Xxxx X. Xxxxx xxxll be XxXxxxxxx, Xx. is constituted and appointed as agent (the "Stockholders' Agent") for and on behalf of the Warranting Stockholders to give and ------------------- receive notices and communications, to authorize delivery to PURCHASER Acquiror of the PURCHASER Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by PURCHASERAcquiror, 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 Shares from time to time upon not less than 10 ten (10) days' prior written notice to PURCHASERAcquiror. 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cybersource Corp)

Stockholders’ Agent. (a) Kirk Patrxxx X. Xxxxx XxXxxxxx, Xx. 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 Parent of the PURCHASER Common Stock cash or other property from the Escrow Fund in satisfaction of claims by PURCHASERParent, 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 ten (10) days' prior written notice to PURCHASERParent. 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL Inc)

Stockholders’ Agent. (a) Kirk X. Xxxxx xxxll be constituted By virtue of the approval and appointed adoption of this Agreement at the Special Meeting, the Empire Stockholders hereby appoint EOT Lending Corp. as agent ("Stockholders' Agent") for and on behalf of the Warranting Empire Stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Parent of the PURCHASER Common Stock or other property from the Escrow Fund Shares in satisfaction of claims by PURCHASERParent or Sub, 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 PURCHASERParent. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his its services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Warranting Empire Stockholders.

Appears in 1 contract

Samples: Merger Agreement (Fonix Corp)

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Stockholders’ Agent. (a) Kirk X. Xxxxx xxxll Xxxxxx shall be constituted and appointed as agent (the "StockholdersSTOCKHOLDERS' AgentAGENT") for and on behalf of the Warranting Stockholders Target stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Acquiror of the PURCHASER Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERAcquiror, 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 PURCHASERAcquiror. 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 StockholdersTarget stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ods Networks Inc)

Stockholders’ Agent. (a) Kirk X. Xxxxxxx Xxxxx xxxll shall be constituted and appointed as agent ("the Stockholders' Agent") Agent for and on behalf of the Warranting Stockholders stockholders of the Company to give and receive notices and communications, to authorize delivery to PURCHASER Parent of the PURCHASER Parent Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERParent, 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 ten (10) days' prior written notice to PURCHASERall of the Company stockholders and to Parent. 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 StockholdersCompany stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phone Com Inc)

Stockholders’ Agent. (a) Kirk Jeffxxx X. Xxxxx Xxxxxxxx xxxll be constituted and appointed as agent ("Stockholders' Agent") for and on behalf of the Warranting Stockholders Target stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Acquiror of the PURCHASER Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERAcquiror, 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 PURCHASERAcquiror. 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 StockholdersTarget stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Stockholders’ Agent. (a) Kirk X. Xxxxx xxxll Xxxxxx shall be constituted and appointed as agent ("Stockholders' Agent") for and on behalf of the Warranting Stockholders Target stockholders to give and receive notices and communications, to authorize delivery to PURCHASER Acquiror of the PURCHASER Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASERAcquiror, 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' days prior written notice to PURCHASERAcquiror. 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 StockholdersTarget stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

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