Common use of Shareholders' Agent Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)

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Shareholders' Agent. (a) Xxx Xxxx shall Thomxx X. Xxxxxx xxxll 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 Buyer of the Escrow Shares from the Escrow Fund in satisfaction of claims by AgileBuyer, 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 AgileBuyer. 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany Inc)

Shareholders' Agent. (a) Xxx Xxxx A party to be appointed by the agreement of the holders of the Target Capital Stock shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Shareholder Indemnitors Target shareholders to give and receive notices and communications, to authorize delivery to Agile Acquiror of the Escrow Shares Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by AgileAcquiror, 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 outstanding capital stock of Target prior to the Closing from time to time upon not less than ten (10) 10 days' prior written notice to AgileAcquiror. No bond shall be required of the Shareholders' Agent, and the . The Shareholders' Agent shall receive no compensation for his services, services provided, however however, that all reasonable expenses of the Shareholder Shareholders' Agent shall be entitled to reimbursement paid out 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 IndemnitorsTarget shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybercash Inc)

Shareholders' Agent. (a) Xxx Xxxx In the event that the Reorganization is approved, effective upon and as a result of such vote, and without any further act of any shareholder, Xxxxxxxxx X. Xxxxx, Xx. shall be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of the Shareholder Indemnitors Former Company Equityholders to give and receive notices and communications, to authorize delivery to Agile Acquiror of the Escrow Shares or other property from the Escrow Fund in satisfaction of claims by AgileAcquiror, 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 AgileAcquiror. 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 IndemnitorsCompany shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (QRS Corp)

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Shareholders' Agent. (a) Xxx Xxxx Xxxxxxxxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Shareholder Indemnitors Company Shareholders to give and receive notices and communications, to authorize delivery release to Agile Parent of the Escrow Indemnification Shares from the Escrow Fund (or some portion thereof) in satisfaction of claims by AgileParent, to object to such deliveriesreleases, to agree to, negotiate, defend, 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 Indemnification Shares from time to time upon not less than ten (10) days' prior written notice to AgileParent. 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 but shall be entitled to reimbursement from Parent of all reasonable and documented out-of-pocket expenses incurred (including reasonable legal fees) in serving in this capacity from the Escrow Fundan aggregate amount not to exceed $20,000. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholder IndemnitorsCompany Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Worldbid Corp)

Shareholders' Agent. (a) Xxx Xxxx Principal Shareholder 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 Acquiror of the Escrow Shares Acquiror Common Stock, cash or other property from the Total Escrowed Consideration from the Escrow Fund in satisfaction of claims by AgileAcquiror, 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) 10 days' prior written notice to AgileAcquiror. 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 IndemnitorsTarget shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybercash Inc)

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