Securityholders Agent Sample Clauses

Securityholders Agent. (a) At the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney-in-fact for and on behalf of the Indemnifying Holders to: (i) execute, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VII, (iv) object to such claims pursuant to Section 7.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Adjusted Consideration) in accordance with the terms he...

Securityholders Agent. Securityholders' Agent shall be that certain person appointed by the shareholders of the Company pursuant to Section 10.1 of the Reorganization Agreement.

Securityholders Agent. (a) By virtue of the approval of this Agreement by the Securityholders, and without further action of any Securityholder, each Securityholder shall be deemed to have irrevocably constituted and appointed the Securityholders’ Agent as agent and attorney-in-fact for and on behalf of the Securityholders, and the Securityholders’ Agent shall have full power and authority to (i) represent the Securityholders with respect to this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, (ii) to give and receive notices and communications on behalf of the Securityholders, (iii) to authorize delivery to Acquiror of the Escrow Shares and release of the Securityholder Cash Amount and such other property as may be held by the Escrow Agent, including, with respect to the Escrow Shares, as may be necessary to satisfy claims pursuant to this Agreement and the Escrow Agreement, (iv) to object to such deliveries and/or claims, (v) 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, (vi) to act on the Securityholders’ behalf with respect to the matters set forth in Sections 2.12, 2.13, 5.11 and 5.13 and Section 8 hereof and in the Escrow Agreement, in accordance with the terms and provisions of such sections and such agreement, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in such sections and such agreement on behalf of the Securityholders, (vii) to direct payment of the Management Bonus Plan Payments, if any, (viii) to engage counsel and such accountants and other advisors and to incur such other expenses in connection with the performance of its duties as Securityholders’ Agent pursuant to this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby as the Securityholders’ Agent may in its sole discretion deem appropriate, (ix) to recover from the Agent Escrow Amount (and to direct the Escrow Agent to deliver to it) the amount of any such expenses, (x) to enter into amendments and to waive compliance with the terms of this Agreement and/or the Escrow Agreement in accordance with the provisions hereof and thereof, as applicable, and (xi) to take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the interpretation of this Agreement and the Escrow Agreement and the accomplishme...

Securityholders Agent. “Securityholders’ Agent” shall have the meaning specified in Section 10.1(a) of this Agreement.

Securityholders Agent. By virtue of their approval of the Merger and the Reorganization Agreement, the Shareholders shall have approved the indemnification and escrow terms set forth in the Reorganization Agreement and this Agreement and shall have agreed to irrevocably appoint _______________ as Securityholders' Agent, to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of this

Securityholders Agent. In the event that the Merger is approved, effective upon such vote and without any further act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth in Section 9, the terms of the Escrow Agreement and the terms of the Registration Rights Agreement, and shall irrevocably appoint Jame▇ ▇▇▇▇▇▇▇ ▇▇ their agent for all purposes in connection therewith (the "Securityholders' Agent"), including to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the judgment of the Securityholders' Agent for the accomplishment of the foregoing. Jame▇ ▇▇▇▇▇▇▇ ▇▇▇eby accepts his appointment as the

Securityholders Agent. Parent shall be entitled to deal exclusively with the Securityholders' Agent on all matters relating to Section 9, 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 any Company Shareholder by the Securityholders' Agent (including, without limitation, the execution of the Escrow Agreement and the Registration Rights Agreement on behalf of the Company Shareholders) and on any other action taken or purported to be taken on behalf of any Company Shareholder by the Securityholders' Agent, as fully binding upon such Company Shareholder. If the Securityholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company Shareholders, then the Company Shareholders shall, in accordance with the Escrow Agreement, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Securityholders' Agent" for purposes of Section 9 and this Section 10.

Securityholders Agent. 91 9.5 Third-Party Claims............................................................................................... 92 9.6 Tax Effect of Indemnification Payments ............................................................. 93 9.7

Securityholders Agent. In the event that the Merger is approved, effective upon such vote and without any further act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth