Common use of Shareholders' Agent Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (E Offering Corp), Agreement and Plan of Merger (Wit Capital Group Inc), Agreement and Plan of Merger (E Trade Group Inc)

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Shareholders' Agent. (a) E*TRADE Xxxxxx X. Xxxxxxx shall be constituted and appointed as agent ("Shareholders' Agent Agent") for and on behalf of the Company shareholders of the Company to give and receive notices and communications, to authorize delivery to Parent of the Parent Shares Common Stock or other property 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 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 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 shareholdersshareholder.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc), Shareholder Agreement (Digital Island Inc)

Shareholders' Agent. (a) E*TRADE Xxxxx R. Doll 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 Common Stock 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 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 all of the Company shareholders 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.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

Shareholders' Agent. (a) E*TRADE James Lynch shall be constituted and appointed as Shareholdersagent ("Shareholdexx' Agent Xxxxx") for and on behalf of the Company shareholders of the Company to give and receive notices and communications, to authorize delivery to Parent Acquirer of the Parent Shares Acquirer Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentAcquirer, 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 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 all of the Company shareholders and to ParentAcquirer. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his servicesservices rendered. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

Shareholders' Agent. (a) E*TRADE Xxxxxx Xxxx shall be constituted and appointed as Shareholdersagent ("SHAREHOLDERS' Agent AGENT") for and on behalf of the shareholders of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Shares from to reduce the Escrow Fund Holdback in satisfaction of claims for Damages by ParentProtected Parties, to object to such deliveriesclaims, 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 Such agent may be changed by the holders of a majority in interest of the Escrow Fund Holdback 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 in favor of the Shareholders 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 shareholdersShareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Credence Systems Corp)

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Shareholders' Agent. (ai) E*TRADE Xxxxxxx Xxxxx shall be constituted and appointed as agent ("Shareholders' Agent Agent") for and on behalf of the shareholders of the Company Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Shares Common Stock or other property 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 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 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 shareholdersShareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

Shareholders' Agent. (a) E*TRADE shall Mark Xxxxxx xxxll be constituted and appointed as agent ("Shareholders' Agent Agent") for and on behalf of the shareholders stockholders of the Company Target to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Shares cash or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 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 all of the Company shareholders and to ParentAcquiror. 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 Target shareholders.

Appears in 1 contract

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

Shareholders' Agent. (a) E*TRADE Xxxx Xxxxxxxxx shall be constituted and appointed as agent (the "Shareholders' Agent Agent") for and on behalf of the shareholders of the Company Former Target Shareholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Escrow Shares or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration of 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 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 all of the Company shareholders and to ParentAcquiror. 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 shareholdersFormer Target Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Worldres Com Inc)

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