STOCKHOLDERS' COMMITTEE. Section 3.1 Initial Membership and Composition 6 Section 3.2 Membership Criterion 6
STOCKHOLDERS' COMMITTEE. Each of the Principal Stockholders agrees to the formation and operation of the Stockholders Committee in accordance with Section 7.8 of the Merger Agreement.
STOCKHOLDERS' COMMITTEE. (a) As between the Interested Parties and the Holders only, in taking any action hereunder, the Stockholders' Committee shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it, in its good faith judgment, to be sufficient. The members of the Stockholders' Committee shall not be liable to Parent or the Holders for any act performed or omitted to be performed by it in the good faith exercise of its duties and shall be liable only in the case of bad faith or willful misconduct or gross negligence. The Stockholders' Committee may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Stockholders' Committee shall not be responsible for determining or verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Stockholders' Committee may be replaced at any time by affirmative vote or written consent of the holders of a majority-in-interest of the Indemnity Escrow Shares.
STOCKHOLDERS' COMMITTEE. (a) By virtue of the adoption of this Agreement by Target’s stockholders, and without further action of any Target stockholder, optionholder, or warrantholder, each Former Holder shall be deemed to have irrevocably constituted and appointed Xxxxxx Xxxxx and Xxxxxx Xxxxxxxx (and by execution of this Agreement they hereby accept such appointment), together, as agents and attorneys-in-fact (“Stockholders’ Committee”) for and on behalf of the Former Holders, with full power of substitution, to act in the name, place and stead of each Former Holder with respect to this Section 8, the Payment Agent Agreement and the Escrow Agreement and the taking by the Stockholders’ Committee of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ *Confidential Treatment Requested. Omitted portions filed with the Commission. Committee under this Agreement, the Payment Agent Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications under this Section 8, the Payment Agent Agreement or the Escrow Agreement; (ii) authorize delivery to Acquiror of cash from the Escrow Fund in satisfaction of claims for indemnification made by Acquiror under this Section 8; (iii) object to claims for indemnification made by Acquiror under this Section 8; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Acquiror under this Section 8; and (v) take all actions necessary or appropriate in the good faith judgment of the Stockholders’ Committee for the accomplishment of the foregoing. The power of attorney granted in this Section 8.3 is coupled with an interest and is irrevocable, may be delegated by the Stockholders’ Committee and shall survive the death or incapacity of any Former Holder. The identity of members of the Stockholders’ Committee and the terms of the agency may be changed, and successor members of the Stockholders’ Committee may be appointed, from time to time (including in the event of the death, disability or other incapacity of a member of the Stockholders’ Committee) by Former Holders whose aggregate Pro Rata Portions exceed 50%, and any such successor shall succeed such member of the Stockholders’ Committee as a member of the Stockholders’ Committee hereunder. No bond shall be required of the Stockholders’ Committee, and the Stockholders’ Committee shall receive no c...
STOCKHOLDERS' COMMITTEE. Pursuant to Section 8.6 of the Reorganization Agreement, the Parent Stockholders have constituted and appointed as their agents and attorneys-in-fact (who, by execution of this Agreement, will be deemed to accept such appointment) a committee of three persons, to consist initially of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx and such other persons as from time to time may be designated in substitution therefor as the "Stockholders' Committee" with full power and authority to take all action required or permitted under this Agreement (including, but not limited to, the giving and receipt of all notices, consents or responses provided for hereunder and the execution and delivery of all documents, including any amendments hereto and any agreements and releases in connection with the settlement of disputes hereunder and any stock powers or other documents required to be executed in connection with the registration of the Registrable Shares). The vote of a majority of the Stockholders' Committee shall be required to take any action on behalf of the Parent Stockholders pursuant to the authority granted to them under Section 8.6 of the Reorganization Agreement and this Section 8.
STOCKHOLDERS' COMMITTEE. (a) Upon approval of the Merger and/or upon execution of this Agreement, the Stockholders shall be deemed, for themselves and their personal representatives and other successors, to have constituted and appointed, effective from and after the Effective Time, a committee of three (3) persons initially to consist of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, and Xxxxx Xxxxxx, as their agents and attorneys-in-fact (the "Stockholders' Committee") to take all action required or permitted under this Agreement, the Indemnity Escrow Agreement and the Registration Rights Agreement (including, without limitation, the execution and delivery of the General Indemnity Escrow Agreement and the Specific Indemnity Escrow Agreement on behalf of the Stockholders of the Company, the giving and receiving of all notices and consents and the execution and delivery of all documents, including any amendments of any non-material term or provision hereof or of the General Indemnity Escrow Agreement, the Specific Indemnity Escrow Agreement or Registration Rights Agreement, and the execution and delivery of any agreements and releases in connection with the settlement of any dispute or claim under Article VIII hereof or the Indemnity Escrow Agreement or Registration Rights Agreement). The vote of a majority of the Stockholders' Committee shall be required to take any action on behalf of the Stockholders pursuant to the authority granted to them under this Section 8.7.
STOCKHOLDERS' COMMITTEE. (a) Upon approval of the Merger, the Principal Stockholders shall be deemed, for themselves and their personal representatives and other successors, to have constituted and appointed, effective from and after the Effective Time, a committee of three persons initially to consist of Xxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx, as their agents and attorneys-in-fact (the "Stockholders' Committee") to take all action required or permitted under this Agreement, the General Indemnity Escrow Agreement on behalf of all of the Principal Stockholders of the Company, the giving and receiving of all notices and consents and the execution and delivery of all documents, including any amendments of any term or provision hereof or of the General Indemnity Escrow Agreement, and the execution and delivery of any agreements and releases in connection with the settlement of any dispute or claim under Article VII hereof or the General Indemnity Escrow Agreement. The vote of a majority of the Stockholders' Committee shall be required to take any action on behalf of the Principal Stockholders pursuant to the authority granted to them under this Section 7.8.
STOCKHOLDERS' COMMITTEE. Section 3.1 Initial Membership and Composition 5 Section 3.2 Membership Criterion 5 Section 3.3 Replacement of Members 6 Section 3.4 Determinations of and Actions by the Stockholders’ Committee 6 Section 3.5 Vote Required for Actions 7 ARTICLE IV RIGHTS AND OBLIGATIONS OF AIC Section 4.1 Rights and Obligations of AIC 7 ARTICLE V
STOCKHOLDERS' COMMITTEE. (a) Upon approval of the Merger, the stockholders of the Company shall be deemed, for themselves and their personal representatives and other successors, to have constituted and appointed, effective from and after the Effective Time, a committee of two persons initially to consist of Xxxxxxxx Xxxx and Xxxxx Xxxxxxx, as their agents and attorneys-in-fact (the "Stockholders' Committee"), as contemplated by Article VIII, with full powers of substitution, for taking of all action required or permitted under this Agreement, the Indemnification Escrow Agreement and the Special Liability Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the stockholders in connection with the Indemnification Escrow Agreement and the Special Liability Escrow Agreement, as contemplated by Article VIII, and for receiving of all directions, notices and consents and for the execution and delivery of all documents, including any amendments of any nonmaterial term or provision hereof or of the Indemnification Escrow Agreement, the Special Liability Escrow Agreement, for the making (but only together with both members of the Stockholders' Committee) of all determinations that may be required or that he or she deems appropriate under the Indemnification Escrow Agreement, the Special Liability Escrow Agreement and for the execution and delivery of any agreements and releases in connection with the settlement of any dispute or claim under Article VIII, the Indemnification Escrow Agreement or the Special Liability Escrow Agreement.
STOCKHOLDERS' COMMITTEE. (a) In order to efficiently administer (i) the defense or settlement of any claims for which any of the Veeco Indemnitees may be entitled to indemnification pursuant to Article VIII hereof after the Closing; and (ii) any other matter arising under or relating to the Escrow Agreement, there is hereby established a committee to represent the interests of the Stockholders after the Effective Date, consisting of Xxxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxx (the "STOCKHOLDERS' COMMITTEE").
