Shareholders' Agent. (a) The Shareholders hereby irrevocably nominate, constitute and appoint Dx. Xxxxx Xxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of executing any documents under this Agreement (including amendments thereto) and taking any actions in connection with any and all claims for indemnification because of a Breach for which the Principal Shareholders may be jointly and severally liable or with respect to which Parent, Acquisition Sub or the Company may be entitled to be paid under the Bank Guarantee ("Indemnification Matters"). Dx. Xxxxx Xxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders or the Principal Shareholders, as the case may be, only if such action is documented in writing, such document clearly indicates Shareholders' Agent is acting on behalf of the Shareholders or the Principal Shareholders, as the case may be, and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Parent, Acquisition Sub and the Company shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters (and other matters specifically set forth in this Agreement); and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in the Company Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all refer...
Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders to give and receive notices and communications (including Target Certificates), to authorize delivery to Acquiror of the Acquiror Common Stock 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target Shareholders. The parties acknowledge that in no event may any individual other than the Shareholder's Agent make any claim against Acquiror pursuant to this Section 8.
Shareholders' Agent. 33 8.10 Actions of the Shareholders' Agent..........................................34 8.11 Claims......................................................................34
Shareholders' Agent. (a) By virtue of the approval of this Agreement by the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder's Agent") for and on behalf of the Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunder. No bond shall be required of the Shareholder's Agent, and the Shareholder's Agent shall receive no compensation for his services in such capacity.
Shareholders' Agent. By virtue of their execution and delivery of this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority of the Pooling Shareholders, to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement 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 Shareholders' Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholders. The Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent.
Shareholders' Agent. Each Shareholder hereby authorizes and appoints the Shareholders' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Shareholder may assert, or have the right to assert, against PentaStar, or (ii) any claims which PentaStar may assert, or have the right to assert, against any Shareholder. The Shareholders' Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to PentaStar to the effect that the Shareholders' Agent has been substituted as agent of the Shareholders by reason of his death, disability or resignation, PentaStar shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Shareholders' Agent with respect to the matters covered by this Section 9.14. No Shareholder shall act with respect to any of the matters which are the subject of this Agreement except through the Shareholders' Agent. The Shareholders acknowledge and agree that PentaStar may deal exclusively with the Shareholders' Agent in respect of such matters, that the enforceability of this Section 9.14 is material to PentaStar, and that PentaStar has relied upon the enforceability of this Section 9.14 in entering into this Agreement. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY, SIGNATURE PAGES FOLLOW]
Shareholders' Agent. (a) E*TRADE shall be constituted and appointed as Shareholders' Agent for and on behalf of the shareholders of the Company to give and receive notices and communications, to authorize delivery to Parent of the Parent Shares from the Escrow Fund in satisfaction of claims by Parent, 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 Shareholders' Agent for the accomplishment of the foregoing. This agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to all of the Company shareholders and to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholders.
Shareholders' Agent. 47 8.8 Actions of the Shareholders' Agent....................................................................... 48 8.9 Third-Party Claims; Settlements.......................................................................... 48
Shareholders' Agent. By virtue of their approval of the Merger, the Shareholders irrevocably appoint Xxxx Xxxxxxxxxx as their agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder Indemnitors, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.
Shareholders' Agent. (a) Xxx Xxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Shareholder Indemnitors to give and receive notices and communications, to authorize delivery to Agile of the Escrow Shares from the Escrow Fund in satisfaction of claims by Agile, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Agile. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services, provided, however that the Shareholder Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in serving in this capacity from the Escrow Fund. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholder Indemnitors.
