Common use of Securityholder Agent Clause in Contracts

Securityholder Agent. (a) In the event that the Merger is approved by Target's shareholders, effective upon such vote, and without any further act of any Target shareholder, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be constituted and appointed as agent and attorney-in-fact (the "Securityholder Agent") for and on behalf of the Former Target Shareholders to give and receive notices and communications, to authorize delivery to Acquiror of the 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 Securityholder Agent for the accomplishment of the foregoing. All actions of the Securityholder Agent shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than twenty (20) days' prior written notice to Acquiror. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall receive no compensation for services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Former Target Shareholders. (b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Shareholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Securityholder Agent and hold harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of duties under this Agreement or the Escrow Agreement. (c) The Securityholder Agent shall have reasonable access to information about Target and Acquiror and the reasonable assistance of Target's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article X, provided that the Securityholder -------- Agent shall treat confidentially and not disclose any nonpublic information from or about Target or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Securityholder Agent. (a) In the event that the Merger is approved by Target's shareholdersapproved, effective upon such vote, and without any further act of any Target shareholderholder of Company Interests, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be constituted and appointed as agent and attorney-in-fact (the "Securityholder Agent") for each holder of -------------------- Company Interests for and on behalf of the Former Target Shareholders each such holder, to give and receive notices and communications, to authorize delivery to Acquiror Parent of the Escrow Shares or other property ADSs from the Escrow Fund (as defined in the Escrow Agreement) in satisfaction of claims by AcquirorParent under the indemnification provisions contained in Article VII hereof, 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 Securityholder Agent for the accomplishment of the foregoing. All actions of the Securityholder Agent shall be taken jointly, not individually. Such agency may be changed by the members of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. The Securityholder Agent may resign upon not less than thirty (30) days prior written notice to Parent and to all holders of an interest in the Escrow Fund. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Shares from time to time upon not less than twenty (20) days' prior written notice to AcquirorFund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive no compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Former Target Shareholdersmembers of the Company. (b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith, faith and any act done or omitted pursuant in the exercise of reasonable judgment. The members of the Company on whose behalf the Escrow Amount was contributed to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Shareholders Escrow Fund shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties under this Agreement or hereunder, including the Escrow Agreementreasonable fees and expenses of any legal counsel retained by the Securityholder Agent. (c) The A decision, act, consent or instruction of the Securityholder Agent shall have reasonable access constitute a decision of all the members of the Company for whom a portion of the Escrow Amount otherwise issuable to information about Target them are deposited in the Escrow Fund and Acquiror shall be final, binding and conclusive upon each of such members, and the reasonable assistance Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of Target's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article X, provided that the Securityholder -------- Agent shall treat confidentially as being the decision, act, consent or instruction of each every such member of the Company. The Escrow Agent and not disclose Parent are hereby relieved from any nonpublic information from liability to any person for any acts done by them in accordance with such decision, act, consent or about Target or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)instruction of the Securityholder Agent.

Securityholder Agent. (a) In the event that the Merger is approved by Target's shareholdersstockholders and as a result of such approval, effective upon such vote, and without any further act of any Target shareholderstockholder, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Generation Partners shall be constituted and appointed as agent and attorney-in-fact (the "Securityholder Agent") for and on behalf of the Former Target Shareholders Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Escrow Shares Shares, Primary Escrow Cash and Secondary Escrow Cash or other property from the Primary Escrow Fund and Secondary Escrow Fund, as the case may be, 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 Securityholder Agent for the accomplishment of the foregoing. All actions of the Securityholder Agent shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Shares from time to time upon not less than twenty (20) days' prior written notice to Acquiror. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall receive no compensation for services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Former Target ShareholdersStockholders. (b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Shareholders Stockholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Securityholder Agent and hold harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of duties under this Agreement or the Escrow Agreement. (c) The Securityholder Agent shall have reasonable access to information about Target and Acquiror and the reasonable assistance of Target's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article X, provided that the Securityholder -------- Agent shall treat confidentially and not disclose any nonpublic information from or about Target or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).