Common use of Authority After the Effective Time Clause in Contracts

Authority After the Effective Time. From and after the Effective Time, the Holders Representative Committee shall be authorized to: (i) take all actions required or permitted by, and exercise all rights granted to, the Holders Representative Committee in this Agreement; (ii) receive all notices or other documents given or to be given to the Holders Representative Committee by Parent pursuant to this Agreement; (iii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement on behalf of the Participating Rights Holders; (iv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Holders Representative Committee in connection with any of 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 on behalf of the Participating Rights Holders; (vi) approve of and execute amendments to this Agreement in accordance with Section 11.14 hereof; and (vii) take such other action as the Holders Representative Committee may deem appropriate on behalf of the Participating Rights Holders, including: (A) agreeing to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment; and (B) all such other matters as the Holders Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Uluru Inc.)

Authority After the Effective Time. From and after the Effective Time, the Holders Shareholder Representative Committee shall be authorized authorized, on behalf of the Shareholders, to: (i) take all actions required or permitted by, and exercise all rights granted to, the Holders Shareholder Representative Committee in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Holders Shareholder Representative Committee by Parent Buyer pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Shareholders arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights HoldersShareholders; (ivv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Holders Shareholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (vvi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement on behalf of or the Participating Rights HoldersEscrow Agreement; (vivii) approve of and execute amendments to this Agreement in accordance with Section 11.14 hereof9.7; and (vii) take such other action as the Holders Representative Committee may deem appropriate on behalf of the Participating Rights Holders, including: (A) agreeing to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment; and (B) all such other matters as the Holders Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Opko Health, Inc.)

Authority After the Effective Time. From and after the Effective Time, the Holders Stockholder Representative Committee shall be authorized authorized, on behalf of the Participating Rights Holders, to: (i) take all actions required or permitted by, and exercise all rights granted to, the Holders Stockholder Representative Committee in this Agreement or the Escrow Agreement; (ii) receive all notices or other documents given or to be given to the Holders Stockholder Representative Committee by Parent pursuant to this Agreement or the Escrow Agreement; (iii) receive and accept service of legal process in connection with any claim or other proceeding against the Participating Rights Holders or the Company arising under this Agreement or the Escrow Agreement; (iv) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Participating Rights Holders; (ivv) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Holders Stockholder Representative Committee in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (vvi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement on behalf of or the Participating Rights HoldersEscrow Agreement; (vi) approve of and execute amendments to this Agreement in accordance with Section 11.14 hereof; and (vii) take such other action as apply the Holders Representative Committee may deem appropriate on behalf Reimbursement Amount to the payment of (or reimbursement of the Participating Rights Holders, including: (AStockholder Representative for) agreeing expenses and liabilities which the Stockholder Representative may incur pursuant to any modification or amendment of this Agreement and executing and delivering an agreement of such modification or amendment; and (B) all such other matters as the Holders Representative Committee may deem necessary or appropriate to carry out the intents and purposes of this Agreement.Section 2.5;

Appears in 1 contract

Sources: Merger Agreement (Teradyne, Inc)