Stockholders’ Agent. (a) Pursuant to the Custody and Power of Attorney Agreement, each Devonian Stockholder has approved the terms of this Agreement and the transactions contemplated hereby, and has constituted, appointed and empowered effective from and after the date of such approval of the Merger, Austin Leasing Partners, LLC as the Stockholders’ Agent, for the benefit of the Devonian Stockholders and the exclusive agent and attorney-in-fact to act on behalf of each Devonian Stockholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include but not be limited to the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Devonian Stockholder, other than the unanimous written consent referred to in this sentence) under this Agreement the Custody and Power of Attorney Agreement and the consummation of the transactions contemplated hereby or thereby as the Stockholders’ Agent, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Agent, to enforce and protect the rights and interests of the Devonian Stockholders arising out of or under or in any manner relating to this Agreement the Custody and Power of Attorney Agreement, the Acquiror Shares, and the transactions provided for herein or therein, and to take any and all actions which the Stockholders’ Agent believes are necessary or appropriate thereunder for and on behalf of the Devonian Stockholders including, consenting to, compromising or settling any such claims, conducting negotiations with the Acquiror, Devonian and their respective representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Acquiror, Devonian or any other Person, or by any Governmental Authority against the Stockholders’ Agent and/or any of the Devonian Stockholders, and receive process on behalf of any or all Devonian Stockholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Agent shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitio...
Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties.
Stockholders’ Agent. (a) Kirk X. Xxxxx xxxll be constituted and appointed as agent ("Stockholders' Agent") for and on behalf of the Warranting Stockholders to give and receive notices and communications, to authorize delivery to PURCHASER of the PURCHASER Common Stock or other property from the Escrow Fund in satisfaction of claims by PURCHASER, 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 Stockholders' 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 10 days' prior written notice to PURCHASER. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Warranting Stockholders.
Stockholders’ Agent. (a) Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the Stockholders' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Target stockholders 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 claims arising out of this Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the former holders of Target Capital Stock from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agent, and the Stockholders' Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Target stockholders.
Stockholders’ Agent. Stockholders (other than DSA) hereby irrevocably appoint Xxxxx Xxxxxxxxxxx as his, her or its agent and as the agent for purposes of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement (the "Stockholders' Agent"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger and the Stock Purchase 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 "Stockholders' Agent" in accordance with this Section 14. The Stockholders' Agent shall be reimbursed by the Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Stockholders' Agent under this Agreement and the Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Stockholders shall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Stockholders' Agent.
Stockholders’ Agent. (a) At the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “
Stockholders’ Agent. (a) By virtue of the approval of this Agreement and the Merger by the requisite vote of the Company Stockholders, each Company Stockholder (other than such Company Stockholder, if any, holding Dissenting Shares) shall be deemed to have agreed to appoint Xxx Xxxxxxxxxx as the agent of the Company Stockholders (the “Stockholders’ Agent”) for and on behalf of the Company Stockholders, and such Stockholders’ Agent shall have such authority as granted herein, be constituted and appointed as such to give and receive notices and communications, to authorize delivery to any party of funds from the Escrowed Cash and/or shares from the Escrowed Shares in satisfaction of claims by such party, 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 Stockholders’ Agent for the accomplishment of the foregoing. Such agency may be changed from time to time upon prior written notice to Purchaser. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders.
Stockholders’ Agent. (a) At the Closing, Xxxxxxxxxx Xxxxxx shall be constituted and appointed as the Stockholders’ Agent. For purposes of this Agreement, the term “
Stockholders’ Agent. (a) The Stockholders’ Agent shall be constituted and is hereby appointed as agent and attorney-in-fact for and on behalf of the Indemnifying Parties and shall have full power and authority to perform all responsibilities of the Stockholders’ Agent set forth in this Agreement, including without limitation, to represent the Indemnifying Parties, to give and receive notices and communications, to authorize the Escrow Agent to release any portion of the Escrow Fund to Acquiror in satisfaction of claims under this Agreement by Acquiror, to object to such releases, 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, to act on the Indemnifying Parties’ behalf with respect to the matters set forth herein, in accordance with the terms and provisions set forth herein, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 6.14 and Section 9 and to take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the interpretation of this Agreement and accomplishment of the foregoing. Such agency may be changed by the vote of the Indemnifying Parties representing a majority in interest of the Escrow Funds from time to time upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Stockholders’ Agent. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of the Stockholders. The Stockholders’ Agent may not resign unless the Stockholders’ Agent gives Acquiror twenty (20) days’ prior written notice of such resignation.
Stockholders’ Agent. Each Stockholder hereby appoints CapitalSource as its agent for purposes of giving and receiving notices, and all other purposes under this Agreement. The Company may rely on instructions and elections from CapitalSource as binding on each of the Stockholders.]
