Stockholders' Agents. (a) Xxxx Xxxxx and Xxxxxxxxx X. Xxxxxx shall be constituted and appointed as agents (the "STOCKHOLDERS' AGENTS") for and on behalf of the Former Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares 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 Stockholders' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former Target Stockholders.
Stockholders' Agents. By virtue of their adoption of this Agreement and approval of the transactions contemplated hereby, the stockholders of the Company hereby irrevocably appoint Xxxx Xxxxxx and Xxxx Xxxxxxxxx as their joint agents for purposes of Section 9 (the "Stockholders' Agents"), and Xxxx Xxxxxx and Xxxx Xxxxxxxxx hereby accept their appointment as the Stockholders' Agents. Parent shall be entitled to deal exclusively with the Stockholders' Agents 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 Merger Stockholder by both of the Stockholders' Agents, and on any other action taken or purported to be taken on behalf of any Merger Stockholder by the Stockholders' Agents, as fully binding upon such stockholder. If one of the Stockholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Merger Stockholders, then the Merger 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 a "Stockholders' Agents" for purposes of Section 9 and this Section 10.1. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agents shall be deemed to refer to the Merger Stockholders.
Stockholders' Agents. The Indemnitors hereby appoint Xxxxx Xxxx as their agent for purposes of this Agreement (the “Primary Stockholders’ Agent”), and Xx. Xxxx hereby accepts his appointment as the Primary Stockholders’ Agent. The Indemnitors hereby appoint Xxxx X. Xxxxxxx as their secondary agent for purposes of this Agreement (the “Secondary Stockholders’ Agent,” and together with the Primary Stockholders’ Agent, the “Stockholders’ Agents”), and Xx. Xxxxxxx hereby accepts his appointment as the Secondary Stockholders’ Agent. Parent shall be entitled to deal exclusively with the Primary Stockholders’ Agent on all matters relating to this Agreement, 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 Indemnitor by the Primary Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Primary Stockholders’ Agent, as fully binding upon such Indemnitor. Notwithstanding anything to the foregoing, the Primary Stockholders’ Agent shall not take any action binding the Indemnitors without the consent of the Secondary Stockholders’ Agent, which consent shall not be unreasonably withheld. If the Primary Stockholders’ Agent shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors constituting the recipients of a majority in interest of the Merger Consideration shall, within twenty (20) days after such death, disability or resignation, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. If the successor is appointed as described herein, no notice to any other Indemnitor shall be required. Any such successor shall become the “Primary Stockholders’ Agent” for purposes of this Agreement and the Escrow Agreement. If for any reason there is no Primary Stockholders’ Agent at any time, all references herein to the Stockholders’ Agent shall be deemed to refer to the Indemnitors. If the Secondary Stockholders’ Agent shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities, then T.A. Associates shall, within twenty (20) days after such death, disability or resignation, appoint a successor agent and, within five (5) business days thereafter, shall notify Parent and the Escrow Agent of the identity of such successor. If the successor is appointed as described here...
Stockholders' Agents. Xxxx Xxxxxx and Xxxxx xx Xxxxxxxxx shall be constituted and appointed as agents (the "Stockholders' Agents") for and on behalf of the Former RTI Stockholders to give and receive notices and communications, to authorize delivery to Mpath of the Escrow Shares or other property from the applicable Escrow Fund in satisfaction of claims by Mpath, 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' Agents for the accomplishment of the foregoing. All actions of the Stockholders' Agents shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than ten (10) days' prior written notice to Mpath. No bond shall be required of the Stockholders' Agents, and the Stockholders' Agents shall receive no compensation for services. Notices or communications to or from the Stockholders' Agents shall constitute notice to or from each of the Former RTI Stockholders.
Stockholders' Agents. The Stockholders' Agents will not be -------------------- entitled to receive any compensation from Mpath or the Holders in connection with this Agreement. Any fees and expenses incurred by the Stockholders' Agents in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Holders.
Stockholders' Agents. The Stockholders' Agents will not be entitled to receive any compensation from HearMe or the Holders in connection with this Agreement. Any fees and expenses incurred by the Stockholders' Agents in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Holders.
Stockholders' Agents. 48 SECTION 10.10 ACTIONS OF THE STOCKHOLDERS' AGENTS................................................... 49 SECTION 10.11 CLAIMS................................................................................ 49 ARTICLE XI MISCELLANEOUS......................................................................................... 49 SECTION 11.1 SURVIVAL OF REPRESENTATIONS AND COVENANTS............................................. 49 SECTION 11.2 NOTICES............................................................................... 50 -iii- TABLE OF CONTENTS
Stockholders' Agents. 52 7.9 ACTIONS OF THE STOCKHOLDERS' AGENTS.............................53 7.10 REMEDIES........................................................53 7.11 DISPUTES........................................................53 ARTICLE VIII TERMINATION.....................................................54
Stockholders' Agents. 14 Subsidiary........................................................................................................3
Stockholders' Agents
