Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative shall be authorized to (A) take all actions required by, and exercise all right granted to, the Stockholder Representative by this Agreement, (B) receive all notices or other documents given or to be given to the Stockholder Representative by Parent pursuant to this Agreement, (C) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement, (D) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative in connection with any of the transactions contemplated by this Agreement, (E) engage special counsel, accountants and other advisors and incur related expenses in connection with any of the transactions contemplated by this Agreement and (F) take such other action as the Stockholder Representative may deem appropriate, including, without limitation, (1) agreeing to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment and (2) all such other matters as the Stockholder Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Guitar Center Inc)
Authority After the Effective Time. From and after the Effective Time, the Stockholder Member Representative shall be authorized to to: (Ai) take all actions required by, and exercise all right rights granted to, the Stockholder Member Representative by in this Agreement, Agreement and the Indemnification and Escrow Agreement (Bas such term is hereafter defined); (ii) receive all notices or other documents given or to be given to the Stockholder Member Representative by Parent Secure pursuant to this Agreement, ; (Ciii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement, ; (Div) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Member Representative in connection with the transactions contemplated by this Agreement; (v) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement, (E) engage special counsel, accountants and other advisors and incur related expenses in connection with any of the transactions contemplated by this Agreement ; and (Fvi) take such other action as is necessary on behalf of the Stockholder Representative may deem appropriateMembers in connection with this Agreement and the transactions contemplated by this Agreement, including, without limitation, (1) agreeing to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment and (2) all such other matters as the Stockholder Member Representative may deem necessary or appropriate to carry out the intents and purposes of this AgreementAgreement and the ancillary documents hereto.
Appears in 1 contract
Sources: Contribution Agreement (Secure America Acquisition CORP)
Authority After the Effective Time. From and after the Effective Time, the Stockholder Representative shall be authorized to to: (Ai) take all actions required by, and exercise all right rights granted to, the Stockholder Representative by in this Agreement and the Escrow Agreement, ; (Bii) receive all notices or other documents given or to be given to the Stockholder Representative by Parent pursuant to this Agreement and the Escrow Agreement, ; (Ciii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement and the Escrow Agreement, ; (Div) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Stockholder Representative in connection with any of the transactions contemplated by this Agreement, Merger and the Transactions; (Ev) engage special counsel, accountants and other advisors and incur related such other expenses in connection with any of the transactions contemplated by this Agreement Transactions; and (Fvi) take such other action as is necessary on behalf of the Stockholder Representative may deem appropriateCompany Stockholders in connection with this Agreement and the Escrow Agreement and the Merger and the Transactions, including, without limitation, (1) agreeing to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment and (2) all such other matters as the Stockholder Representative may deem necessary or appropriate to carry out the intents and purposes of this AgreementAgreement and the Ancillary Documents.
Appears in 1 contract