Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the stockholders of Target to give and receive notices and communications, to authorize delivery to Acquiror of the cash 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 Shareholders' 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 ten (10) days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 stockholders of Target shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll A party to be appointed by the agreement of the holders of the Target Capital Stock shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the stockholders of Target shareholders to give and receive notices and communications, to authorize delivery to Acquiror of the cash Acquiror Common Stock 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund outstanding capital stock of Target prior to the Closing from time to time upon not less than ten (10) 10 days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agent, and the . The Shareholders' Agent shall receive no compensation for his servicesservices provided, however, that all reasonable expenses of the Shareholders' Agent shall be paid out of the Escrow Fund. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 stockholders of Target shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder.of

Shareholders' Agent. (a) Mark ▇▇▇▇▇▇ ▇▇▇ll Mani Subramaian shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the stockholders of Target Shareholders to give and receive notices and communications, to authorize delivery to Acquiror of the cash 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund Shares from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholdersShareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' 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 stockholders of Target Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any losspro rata, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection accordance with the acceptance or administration of his duties hereunder.their Pro Rata Portion, indemnify