Shareholder Agent. At the Effective Time, and without further ----------------- act of any party, Xxxx X. Xxxxxx shall be appointed as agent and attorney-in- fact (the "Shareholder Agent") for each shareholder of OptaPhone (except such ----------------- shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the California Law), for and on behalf of shareholders of OptaPhone, to give and receive notices and communications, to authorize payment to Zhone of amounts from the Escrow Fund in satisfaction of claims by Zhone, to object to such payments, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of OptaPhone from time to time upon not less than thirty (30) days prior written notice to Zhone; provided that the Shareholder Agent may not be removed unless holders of at least a majority in an interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder 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 Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent relating to the Escrow Fund shall constitute notice to or from each of the shareholders of OptaPhone. The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith. The shareholders of OptaPhone on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent relating to the Escrow Fund shall constitute a decision of all OptaPhone Shareholders, and shall be final, binding and conclusive upon each ...
Shareholder Agent. For purposes of this Agreement, the Company Shareholders hereby consent to the appointment of the Shareholder Agent (and any replacement hereunder), as representative of the Company Shareholders, and as the agent and attorney-in-fact for and on behalf of each Company Shareholder, and, subject to the express limitations set forth below, the taking by the Shareholder Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Agent under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Parent of the Escrow Shares and Escrow Cash, or any portion thereof, in satisfaction of Claims, (ii) 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, (iii) take all actions necessary in connection with the waiver of any condition to the obligations of the Company Shareholders under this Agreement, (iv) waive any right of the Company Shareholders, (v) give and receive all notices required to be given under this Agreement, (vi) resolve any Claims and (vii) take all actions necessary in the sole judgment of the Shareholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Shareholder Agent shall have unlimited authority and power to act on behalf of each Company Shareholder with respect to this Agreement and the disposition, settlement or other handling of all Claims, rights or obligations arising under this Agreement so long as all Company Shareholders are treated in the same manner. The Company Shareholders shall be bound by all actions taken by the Shareholder Agent in connection with this Agreement. Parent shall be entitled to rely on any action or decision of the Shareholder Agent, and no Company Shareholder shall have any cause of action against the Shareholder Agent for any action taken, decision made or instruction given by the Shareholder Agent under this Agreement, except for fraud, gross negligence or willful misconduct (including willful breach of this Agreement) by the Shareholder Agent. In performing the functions specified in this Agreement, the Shareholder Agent shall not be liable to the Company Shareholders in the absence of fraud, gross negligence or willful misconduct (including willful breach of this Agreement). In the event that Shareholder Agent dies, beco...
Shareholder Agent. 59 ----------------- 11.8 Actions of the Shareholder Agent................................................. 59 -------------------------------- 11.9 Third-Party Claims............................................................... 60 ------------------ 11.10 Termination of Representations and Warranties.................................... 60 ---------------------------------------------
Shareholder Agent. In the event that the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Xxxxxxx Xxxxx shall be appointed as the agent and attorney-in-fact (the “Shareholder Agent”), for each shareholder of the Company, including all persons receiving shares of Company Common Stock upon exercise of Company Stock Options (except such shareholders, if any, as shall have perfected their dissenters’ rights under the Act), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize reductions of the Warranty Reserve in satisfaction of claims by Parent, to object to such reductions, to agree to, negotiate, enter into settlements and compromises of, and demand litigation or arbitration and comply with orders and awards of courts and arbitrators in respect of such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days’ prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless the holders of at least a two-thirds’ interest in the Warranty Reserve agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Warranty Reserve. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company.
Shareholder Agent. In the event that the Merger is approved by the Requisite Vote, effective upon such vote, and without further act of any shareholder entitled to receive Parent Preferred Stock in the Merger, Xxxxxxx Xxxxxx or, if he is not available due to disability or death, Xxxxxx Xxxxxx, will be appointed as agents and attorneys-in-fact (the "Shareholder Agent"), to take actions as Shareholder Agent without the joinder of the other, for each shareholder of the Company (except such shareholders, if any, as will have perfected their dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize disposition to Parent of all or any portion of the Holdback Amount in satisfaction of claims by Parent, to object to such disposition, to agree to, negotiate, enter into settlements and compromises of, and commence litigation or agree to arbitration and comply with orders and awards of courts and arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in Parent Preferred Stock comprising a part of the Holdback Amount agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of Parent Preferred Shares comprising a part of the Holdback Amount. No bond will be required of the Shareholder Agent, and the Shareholder Agent will not receive compensation for his services. Notices or communications to or from the Shareholder Agent will constitute notice to or from each of the shareholders of the Company.
Shareholder Agent. The provisions of Section 6.2 (h) - (k) shall ----------------- apply to any and all acts by the Shareholder Agent in connection with this Section 1.7. Any decision, act, consent or instruction of the Shareholder Agent in connection this Section 1.7 shall constitute a decision of all the Company Shareholders and shall be final, binding and conclusive upon each of such shareholders and Newco and Parent and the Escrow Agent 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. Each of the Company, Newco and Parent , the Escrow Agent and each of their respective successors and assigns is hereby relieved from any liability to any other party to this Agreement and each of their respective successors and assigns for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Shareholder Agent. (a) For purposes of this Agreement, immediately and automatically upon Shareholder Approval of this Agreement, and without any further action on the part of any Indemnifying Party, each Indemnifying Party shall be deemed to have consented to the appointment of Xxxx Xxxxxxxxxx as his, her or its representative and the attorney-in-fact for and on behalf of each such Indemnifying Party, and the taking by the Shareholder 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) authorize delivery to Parent of the Escrow Fund, or any portion thereof, in satisfaction of Indemnification Claims; (ii) 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; (iii) resolve any Indemnification Claims; and (iv) take all actions necessary in the judgment of the Shareholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement.
Shareholder Agent. The provisions of Sections 7.2(h), (i) and (k) shall apply to any and all acts by the Shareholder Agent in connection with this Section 1.16. Any decision, act, consent or instruction of the Shareholder Agent in connection this Section 1.16 shall constitute a decision of all the Company shareholders and shall be final, binding and conclusive upon each of such shareholders 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 holder. Broadcom is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Shareholder Agent. SSI agrees that HOLL may rely on any actions taken by the Shareholder Agent on behalx xx the SSI Shareholders in accordance with the terms of the Shareholder Agent Agreement as having been taken by the SSI Shareholders a party thereto.
Shareholder Agent. In the event that the Merger is approved by the Shareholders, effective upon such vote, and without further act of any Shareholder, Carole Clarke shall be appointed as agent and attorney-in-fact (the "SXXXXXXXXXX XXENT") for each Shareholder, to exclusively take any and all actions required or permitted to be taken by the Shareholders under this Agreement and the Registration Rights Agreement, including but not limited to, to give and receive notices and communications, 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 Shareholder Agent for the accomplishment of the foregoing. The Shareholders shall have the right, at any time and from time to time, to appoint, by written notice to Parent signed by a majority in interest of the Shareholders, a replacement Shareholder Agent, in which event such replacement shall be considered the Shareholder Agent from and after the date of Parent's receipt of notice of such appointment. Any vacancy in the position of Shareholder Agent may be filled by approval of a majority in interest of the Shareholders. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.
