Common use of Shareholders' Agent Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uproar Inc)

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Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders shareholders to give and receive notices and communications (including Target Certificates)communications, 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 deliveriesdeliveries to make claims on behalf of the Target shareholders pursuant to Section 9.6, 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 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 8shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zhone Technologies Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Girish Pancha shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the Target Shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 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 Shares 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Informatica Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Mani Subramaian shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the Target Shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 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 Shares 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Informatica Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Rochx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders MBR shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror Quest of the Acquiror Quest Common Stock or other property from the Escrow Fund in satisfaction of claims by AcquirorQuest, to settle any other claims for indemnification, 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 AcquirorQuest. 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 8MBR shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Prior to the Closing, the shareholders and option holders of Target shall be constituted constitute and appointed as appoint an agent ("Shareholders' Agent") for and on ------------------- behalf of the Target Shareholders shareholders and option holders to give and receive notices and communications (including Target Certificates)communications, 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 8shareholders and option holders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ravisent Technologies Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Petex Xxxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders shareholders to give and receive notices and communications (including Target Certificates)communications, 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 make claims on behalf of the Target Shareholders pursuant to Section 8.6 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 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 8shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Maxtor Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xx. Xxxxx Xxxxxxx shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the Target Shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror SportsLine of the Acquiror Common Stock Escrow Shares, Escrow Cash or other property from the Escrow Fund in satisfaction of claims by Acquirorindemnification claims, 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 Shares upon not less than ten (10) days' prior written notice to AcquirorSportsLine and the Escrow Agent. 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sportsline Usa Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx The Shareholders' Agent shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders Series D-1 Holders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror Parent of the Acquiror Common Stock Parent Shares or other property from the Escrow Fund in satisfaction of claims by AcquirorParent Indemnified Parties, to object to such deliveries, to make claims on behalf of the Shareholders pursuant to Section 11.3(b), 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 AcquirorParent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his or her 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 8Series D-1 Holders.

Appears in 1 contract

Samples: Agreement of Merger (Semotus Solutions Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx E. David Barton shall be constituted xxxxxxxxxxx and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders AcuVoice shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror fonix of the Acquiror fonix Common Stock or other property from the Escrow Fund in satisfaction of claims by Acquirorfonix, 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 Acquirorfonix. 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 8AcuVoice shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fonix Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Company Shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror Parent of the Acquiror Parent Common Stock or other property and/or cash from the Escrow Fund in satisfaction of claims by AcquirorParent, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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 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 AcquirorParent. 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 Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bio Technology General Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Josexx Xxxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders shareholders to give and receive notices and communications (including Target Certificates)communications, 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) 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 8shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc)

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Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Herbxxx Xxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders shareholders to give and receive notices and communications (including Target Certificates)communications, 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) 10 days' prior written notice to AcquirorAcquiror and the Escrow Agent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent and Escrow 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 8shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxxx X. Xxxxxx shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the Target TransLink Shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror Active of the Acquiror Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by AcquirorActive, 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 Shares from time to time upon not less than ten (10) days' prior written notice to AcquirorActive. 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 TransLink 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Active Software Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxx X. Xxxx 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)communications, to authorize delivery to Acquiror of the Acquiror Common Stock Stock, cash 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Multex Com Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Greg Xxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company Shareholders to act on their behalf under the Target Shareholders Escrow Agreement, to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror the Buyer of the Acquiror Buyer Common Stock or other property from the Escrow Fund in satisfaction of claims by Acquirorthe Buyer, 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 Acquirorthe Buyer, Shareholders' Agent and the Escrow Agent. 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 Company Shareholder's Agent make any claim against Acquiror pursuant to this Section 8.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visual Networks Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxxxxx shall be constituted and appointed as agent ("the Shareholders' Agent") ’ Agent for and on behalf of the Target Shareholders shareholders of the Company to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror Parent of the Acquiror Common Stock or other property Escrow Cash from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 reasonable 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 Acquirorall 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 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 8Company shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the Target Shareholders to give and -------------------- receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 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 Shares 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cybersource Corp)

Shareholders' Agent. (a) Xxxxxxxxxxx Xxxxxxx shall Antoxxx Xxxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Target Shareholders shareholders to give and receive notices and communications (including Target Certificates)communications, to authorize delivery to Acquiror of the Acquiror Common Stock 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 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 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.or

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

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