Shareholder Agent Sample Clauses
The Shareholder Agent clause designates an individual or entity to act on behalf of all shareholders in connection with certain post-closing matters of a transaction, such as mergers or acquisitions. This agent is typically empowered to make decisions, receive notices, and handle disputes or claims related to the agreement, streamlining communication between the company and its numerous shareholders. By centralizing authority in a single representative, the clause simplifies administrative processes and ensures efficient resolution of issues that may arise after the transaction closes.
Shareholder Agent. (a) By execution of this Agreement, each Company Shareholder hereby appoints and constitutes the law firm of Fraser ▇▇▇▇▇▇ Casgrain as agent (the "Shareholder Agent") for and on behalf of the Company Shareholders to give ----------------- and receive notices and communications, to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, 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 Shareholder 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 Parent. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall receive no compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders.
(b) The Shareholder Agent shall not be liable for any act done or omitted hereunder, as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholder Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.
(c) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).
Shareholder Agent. (a) By approving and adopting this Agreement or by executing and delivering a letter of transmittal pursuant to Section 3.04, each Shareholder, without further act of any Shareholder, shall have irrevocably authorized and appointed ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Shareholder Agent for each such Shareholder, as the agent and attorney-in-fact for and on behalf of such Shareholder to act on behalf of such Shareholder with respect to this Agreement, the Escrow Agreement and the Exchange Agent Agreement to the fullest extent permitted by applicable Law and to take any and all actions and make any decisions required or permitted to be taken by the Shareholder Agent pursuant to this Agreement, the Escrow Agreement or the Exchange Agent Agreement, including the power to (i) give and receive notices and communications hereunder and under the Escrow Agreement and the Exchange Agent Agreement, (ii) authorize delivery to Parent of amounts from the Escrow Fund in satisfaction of claims by any Parent Indemnitee pursuant to Article X, (iii) object to such deliveries, (iv) 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 any disputes or other matters under Section 3.04 or Section 3.06 or indemnification claims under Article X, (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any agreement contemplated hereby (including the Escrow Agreement and the Exchange Agent Agreement), (vi) make all elections or decisions contemplated by this Agreement and any agreement contemplated hereby (including the Escrow Agreement and the Exchange Agent Agreement), (vii) engage, employ or appoint any Representatives (including attorneys, accountants and consultants) to assist the Shareholder Agent in complying with its duties and obligation, and (viii) take all actions necessary or appropriate in the judgment of the Shareholder Agent as may be required of any of the Shareholders after the Effective Time or for the accomplishment of the foregoing. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Shareholders, or by operation of Law, whether by death or other event.
(b) The Shareholder Agent may resign at any time; provided, however, in no event shall the Shareholder Agent...
Shareholder Agent. In the event that the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Nich▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company.
Shareholder Agent. 53 (b) Exculpation.........................................................53 (c) Actions of the Shareholder Agent....................................54 7.4 Third-Party Claims.........................................................54 7.5 Depositary Agent's Duties..................................................54
Shareholder Agent. 59 ----------------- 11.8 Actions of the Shareholder Agent................................................. 59 -------------------------------- 11.9 Third-Party Claims............................................................... 60 ------------------ 11.10 Termination of Representations and Warranties.................................... 60 ---------------------------------------------
Shareholder Agent. The provisions of Sections 7.2(h), (i) and (k) shall apply to any and all acts by the Shareholder Agent in connection with this Section 1.16. Any decision, act, consent or instruction of the Shareholder Agent in connection this Section 1.16 shall constitute a decision of all the Company shareholders and shall be final, binding and conclusive upon each of such shareholders and Broadcom may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of every such holder. Broadcom is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Agent.
Shareholder Agent. In the event that the Merger is approved by the Shareholders, effective upon such vote, and without further act of any Shareholder, Carole Clarke shall be appointed as agent and attorney-in-fact (the "S▇▇▇▇▇▇▇▇▇▇ ▇▇ENT") for each Shareholder, to exclusively take any and all actions required or permitted to be taken by the Shareholders under this Agreement and the Registration Rights Agreement, including but not limited to, 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 such claims and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholders shall have the right, at any time and from time to time, to appoint, by written notice to Parent signed by a majority in interest of the Shareholders, a replacement Shareholder Agent, in which event such replacement shall be considered the Shareholder Agent from and after the date of Parent's receipt of notice of such appointment. Any vacancy in the position of Shareholder Agent may be filled by approval of a majority in interest of the Shareholders. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.
Shareholder Agent. SSI agrees that HOLL may rely on any actions taken by the Shareholder Agent on behal▇ ▇▇ the SSI Shareholders in accordance with the terms of the Shareholder Agent Agreement as having been taken by the SSI Shareholders a party thereto.
Shareholder Agent. In the event that the Merger is approved by the Requisite Vote, effective upon such vote, and without further act of any shareholder entitled to receive Parent Preferred Stock in the Merger, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or, if he is not available due to disability or death, ▇▇▇▇▇▇ ▇▇▇▇▇▇, will be appointed as agents and attorneys-in-fact (the "Shareholder Agent"), to take actions as Shareholder Agent without the joinder of the other, for each shareholder of the Company (except such shareholders, if any, as will have perfected their dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize disposition to Parent of all or any portion of the Holdback Amount in satisfaction of claims by Parent, to object to such disposition, to agree to, negotiate, enter into settlements and compromises of, and commence litigation or agree to arbitration and comply with orders and awards of courts and arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in Parent Preferred Stock comprising a part of the Holdback Amount agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of Parent Preferred Shares comprising a part of the Holdback Amount. No bond will be required of the Shareholder Agent, and the Shareholder Agent will not receive compensation for his services. Notices or communications to or from the Shareholder Agent will constitute notice to or from each of the shareholders of the Company.