Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent shall constitute a decision of all the shareholders for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such shareholders, and the Depositary Agent and Broadcom may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such shareholder of the Company. The Depositary Agent and Broadcom are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent shall constitute a decision of all the former Shareholders and shall be final, binding and conclusive upon each of such former Shareholders and Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each every such former Shareholder. Purchaser is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. A decision, act, consent or --------------------------------- instruction of the Shareholder Agent, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 ----------- ----------- hereof, shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholder, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent will constitute a decision for all of the shareholders for whom a portion of Parent Preferred Stock otherwise issuable to them are held as Holdback Shares, and will be final, binding and conclusive upon each of such shareholders, and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such shareholder of the Company. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. A decision, act, -------------------------------- consent or instruction of the Shareholder Agent shall constitute a decision of all the Company Shareholders for whom a portion of the Consideration Shares otherwise issuable to them is deposited in the Indemnification Fund and shall be final, binding and conclusive upon each of such Company Shareholders, and the Escrow Agent, Parent and Newco may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such Company Shareholder. The Escrow Agent, Parent and Newco are hereby relieved from any liability to any Company Shareholder or the Shareholder Agent for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. A decision, act, omission, consent or instruction of the Shareholder Agent in relation to any matter referred to in this Agreement or Article VII of the Merger Agreement shall constitute a decision, omission, act, consent or instruction for all of the Shareholders, and shall be final, binding and conclusive upon each and every Shareholder, and SpaceDev may, without inquiry, conclusively rely upon any such decision, act, omission, consent or instruction of the Shareholder Agent as being the decision, act, omission, consent or instruction of every Shareholder. SpaceDev and the Escrow Agent each is hereby relieved from any liability to any Person for any acts done by them in accordance with or in reliance upon any decision, act, omission, consent or instruction of the Shareholder Agent; provided, however, that if SpaceDev has in fact received a valid written notice of the appointment of a successor Shareholder Agent, upon the effectiveness of such appointment, SpaceDev, and upon notification of such successor Shareholder Agent from SpaceDev, the Escrow Agent, and the Shareholders shall be obligated to recognize, and shall be able to so rely only upon the decisions, acts, omissions, consents and instructions of, such successor Shareholder Agent as the Shareholder Agent for all purposes under this Agreement and the Merger Agreement. Neither SpaceDev nor the Escrow Agent shall incur any liability to any Person with respect to any action taken or suffered by it in reliance on the Shareholder Agent as aforesaid.
Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent with respect to the matters contemplated by this SECTION 10 shall constitute a decision of all the Company Shareholders and shall be final, binding and conclusive upon each of such Company Shareholders, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each Company Shareholder. The Escrow Agent and Parent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Actions of the Shareholder Agent. Any decision, act, consent or instruction of the Shareholder Agent shall constitute a decision of all Company shareholders on whose behalf cash was deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such shareholders. The Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each and every such Company shareholder. The Escrow Agent, the Company (and the Surviving Corporation after the Merger) and Parent hereby are relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent or for any actions taken by the Shareholder Agent, including in connection with the receipt, allocation and payment of any Earnout Consideration (even if the result is that holders of the same class or series of capital stock are treated disparately).
Actions of the Shareholder Agent. The Shareholder Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith, and any act done or suffered or omitted hereunder pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. Without limiting the generality of the foregoing, if the Shareholder Agent is required by the terms hereof to determine the occurrence of any event or contingency, the Shareholder Agent shall, in making such determination, be liable to the Company Shareholders only for his proven willful misconduct or gross negligence, as determined in light of all the circumstances, including the time and facilities available to him in the ordinary conduct of business. In determining the occurrence of any such event or contingency, the Shareholder Agent may request from any of the Company Shareholders or any other Person such reasonable additional evidence as the Shareholder Agent in his sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including any of the Company Shareholders, and the Shareholder Agent shall not be liable to any Company Shareholder for any damages resulting from his delay in acting hereunder pending his receipt and examination of additional evidence requested by him. The Shareholder Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Shareholder Agent shall in good faith believe to be genuine, to have been signed or presented by the Person or parties purporting to sign the same and to conform to the provisions of this Agreement. The Shareholder Agent is authorized, in his sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow, without determination by the Shareholder Agent of such court's jurisdiction in the matter. If any portion of the Escrow is disbursed to the Shareholder Agent and is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyan...
Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent shall constitute a decision of all the Escrow Participants for whom a portion of the Escrow Amount otherwise issuable to them is deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Escrow Participants, and the Escrow Agent and Acquirer may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such Escrow Participant. The Escrow Agent and Acquirer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent.
