Stockholders’ Agent definition

Stockholders’ Agent has the meaning set forth in the introductory paragraph.

Stockholders’ Agent has the meaning set forth in the Preamble.

Stockholders’ Agent shall have the meaning provided in Section 11.7(a).

Examples of Stockholders’ Agent in a sentence

• 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 Indemnitors.

• Any such successor shall succeed the Stockholders’ Agent as Stockholders’ Agent hereunder.

• Acquiror, Merger Sub, Target, Escrow Agent and Stockholders’ Agent shall have entered into an Escrow Agreement.

• 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 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.

More Definitions of Stockholders’ Agent

Stockholders’ Agent shall have the meaning specified in Section 9.9 of the Agreement.

Stockholders’ Agent means the agent and attorney-in-fact for and on behalf of the Effective Time Holders to perform all responsibilities and have all of the rights, duties and obligations of the Stockholders’ Agent under the terms of this Agreement, the Escrow Agreement and the Stockholders’ Agent Agreement, including without limitation to: (i) execute, as Stockholders’ Agent, this Agreement, the Escrow Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated hereby or thereby; (ii) enforce this Agreement and the Escrow Agreement and/or protect or preserve the rights of each Effective Time Holder against Acquirer; (iii) give and receive notices, instructions, and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Effective Time Holder, to or from Acquirer (on behalf of itself or any other Acquirer 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 each Effective Time Holder individually and not by the Stockholders’ Agent); (iv) review, negotiate and agree to and authorize Acquirer to reclaim Escrow Cash from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Acquirer Indemnified Person, including by not objecting to such claims) pursuant to this Article 8; (v) object to such claims pursuant to Section 8.5; (vi) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such Table of Contents claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Effective Time Holder or necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Escrow Agreement and the Stockholders’ Agent Agreement; (vii) consult with legal counsel, independent public accountants and ...

Stockholders’ Agent has the meaning set forth in the first paragraph of this Agreement, until a successor Stockholders’ Agent shall have become such pursuant to the applicable provisions of this Agreement, at which time “Stockholders’ Agent” shall mean such successor Stockholders’ Agent.

Stockholders’ Agent has the meaning set forth in Section 13.01.

Stockholders’ Agent is defined in Section 9.1(a).

Stockholders’ Agent has the meaning ascribed to it in the preambles hereto.

Stockholders’ Agent has the meaning set forth in Section 10.3(a).