Securityholder Agent. For purposes of this Agreement, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Company's shareholders, and, without any further action on the part of any such shareholders, each shareholder of the Company shall be deemed to have consented to the appointment of Xxxxxxx X. Xxxxxxx, as his, her or its representative (the "Securityholder Agent") and the attorney-in-fact for and on behalf of each such Company shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement and the Escrow Agreement, including the exercise of the power to (i) execute the Escrow Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims, and (v) take all actions necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Registration Rights Agreement and the Escrow Agreement. Accordingly, the Securityholder Agent has unlimited authority and power to act on behalf of each Company shareholder with respect to this Agreement, the Registration Rights Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The Company shareholders will be bound by all actions taken by the Securityholder Agent in connection with this Agreement the, Registration Rights Agreement and the Escrow Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreem...
Securityholder Agent. There shall be a Securityholder Agent appointed and acting for the Company Stockholders in accordance with Section 7.2(g).
Securityholder Agent. Section 7.4................................... 54
Securityholder Agent. Preamble...................................... 1
Securityholder Agent. (a) In the event the Merger is approved, effective upon such vote, and without further act of any holder of Company Interests, Xxxxxxxx shall be appointed attorney-in-fact (the "Securityholder Agent") for each holder of -------------------- Company Interests for and on behalf of each such holder, to give and receive notices and communications, to authorize delivery to Parent of ADSs from the Escrow Fund (as defined in the Escrow Agreement) in satisfaction of claims by Parent under the indemnification provisions contained in Article VII hereof, 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 Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the members of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. The Securityholder Agent may resign upon not less than thirty (30) days prior written notice to Parent and to all holders of an interest in the Escrow Fund. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the members of the Company.
Securityholder Agent. The provisions of Section 9.2(c), Section 9.2(f), Section 9.2(g), Section 9.2(h) and Section 9.2(i) shall apply to any acts taken by the Securityholder Agent pursuant to this Section 2.11 and Schedule 2.11.
Securityholder Agent. (a) By approving the Merger or by surrendering or delivering the Requisite Documentation to the Paying Agent in exchange for the applicable consideration to be paid in accordance with in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e), each Seller irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Bxxxxxxx Xxxxxx as the true and lawful agent, representative and attorney-in-fact of all Sellers and each of them (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Sellers hereunder to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) 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 the Sellers or any Seller, to or from Acquirer (on behalf of itself or any other Acquirer Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement or such other agreement, document or instrument expressly contemplates that any such notice, instruction or communication shall be given or received by each or any Seller individually), (iii) act for the Sellers with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Acquirer of any amount from the Indemnity 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 VII, (iv) object to such claims pursuant to Section 7.7, (v) 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, suc...
Securityholder Agent. (a) In the event that the Merger is approved by Target's shareholders, effective upon such vote, and without any further act of any Target shareholder, Xxxxxx Xxxxxx shall be constituted and appointed as agent and attorney-in-fact (the "Securityholder Agent") for and on behalf of the Former Target Shareholders 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 Securityholder Agent for the accomplishment of the foregoing. All actions of the Securityholder Agent 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 twenty (20) days' prior written notice to Acquiror. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall receive no compensation for services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Former Target Shareholders.
Securityholder Agent. 55, 67 Series A Preferred Stock.....................................................35
Securityholder Agent. 49 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.............................................. 50
