Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) Roch▇ ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the MBR shareholders to give and receive notices and communications, to authorize delivery to Quest of the Quest Common Stock or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnification, 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 10 days' prior written notice to Quest. 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 MBR 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 MBR shareholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent

Shareholders' Agent. (a) RochMark ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the MBR shareholders stockholders of Target to give and receive notices and communications, to authorize delivery to Quest Acquiror of the Quest Common Stock cash or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationAcquiror, 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 10 ten (10) days' prior written notice to QuestAcquiror. 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 MBR 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 MBR shareholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent

Shareholders' Agent. (a) Roch▇ ▇▇▇ll ▇▇ ▇. ▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the MBR shareholders TransLink Shareholders to give and receive notices and communications, to authorize delivery to Quest Active of the Quest Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationActive, 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 10 ten (10) days' prior written notice to QuestActive. 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 MBR shareholdersTransLink 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 judgmentfaith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The MBR shareholders TransLink Shareholders shall severally and pro rata, in accordance with their respective Pro Rata Portions, 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 hereunderunder this Agreement or the Escrow Agreement. (c) The Shareholders' Agent shall have reasonable access to information about MBR the TransLink and Active and the reasonable assistance of MBRthe TransLink's and Active's officers and employees for purposes of performing its his duties and exercising its his rights hereunder; providedunder this Section 10.10, provided that the -------- Shareholders' AgentAgent shall treat confidentially and not disclose any nonpublic information from or about the Subject Companies or Active to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) Roch▇ Mart ▇▇▇ll ▇▇ shall be constituted and appointed as agent ("the Shareholders' Agent") Agent for and on behalf of the MBR shareholders Selling Shareholders to give and receive notices and communications, to authorize delivery to Quest Acquiror of the Quest Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationAcquiror, 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 10 ten (10) days' prior written notice to QuestAcquiror. The Shareholders' Agent may resign upon thirty (30) days notice to the parties to this Agreement and the Selling Shareholders. 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 MBR shareholdersSelling 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 MBR shareholders Selling Shareholders shall severally indemnify the Shareholders' Agent and hold him or her 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent

Shareholders' Agent. (a) Roch▇ ▇▇▇ll Mani Subramaian shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of the MBR shareholders Shareholders to give and receive notices and communications, to authorize delivery to Quest Acquiror of the Quest Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationAcquiror, 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 10 ten (10) days' prior written notice to QuestAcquiror. 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 MBR 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 MBR shareholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; providedtheir Pro Rata Portion, that the Shareholders' Agentindemnify

Shareholders' Agent. (a) Roch▇ ▇▇▇ll 2M Invest A/S shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the MBR shareholders Sellers to give and receive notices and communications, to authorize delivery to Quest of the Quest Common Stock or other property Cisco from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationCisco, 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 10 ten (10) days' prior written notice to QuestCisco. 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 MBR shareholdersSellers. (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 MBR shareholders Principal Equity Holders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent

Shareholders' Agent. (a) Roch▇ ▇▇▇ll Matt Boston shall be constituted and appointed as agent ("“Shareholders' ’ Agent"”) for and on behalf of the MBR shareholders Company Shareholders to give and receive notices and communications, to authorize delivery to Quest Parent of the Quest Parent Common Stock or other property and/or cash from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationParent, to object to such deliveries, to make claims on behalf of the Company Shareholders pursuant to Section 8.6, 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 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 10 days' ’ prior written notice to QuestParent. 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 MBR shareholdersCompany Shareholders. (b) The Shareholders' ’ Agent shall not be liable for any act done or omitted hereunder as Shareholders' Shareholder’ Agent while acting in good faith and in the exercise of reasonable judgment, judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The MBR shareholders Company Shareholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent

Shareholders' Agent. (a) RochBy executing an Employee Holders' Agreement or Non-Employee Shareholders' Agreement, voting to approve the Merger or accepting any Merger Consideration, each Shareholder and Optionholder appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed ▇▇▇▇▇▇ as agent (the "Shareholders' Agent") for and on behalf of the MBR shareholders such Shareholder and Optionholder to give and receive notices and communications, to authorize delivery to Quest 724 Solutions of the Quest 724 Solutions Common Stock or other property from the Escrow Fund and, if applicable, the cancellation of Subject Options, in satisfaction of claims by Quest, to settle any other claims for indemnification724 Solutions, to object to such deliveriesdeliveries and cancellations, 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 and the Subject Options from time to time upon not less than 10 ten (10) days' prior written notice to Quest724 Solutions. 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 MBR shareholdersEzlogin Shareholders and Optionholders. (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 MBR shareholders Ezlogin Shareholders and Optionholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR Ezlogin, the Surviving Corporation and 724 Solutions and the reasonable assistance of MBREzlogin's, the Surviving Corporation's and 724 Solutions' respective officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, provided that the Shareholders' AgentAgent shall treat confidentially and not disclose any nonpublic information from or about Ezlogin, the Surviving Corporation or 724 Solutions to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby agrees to act as the Shareholders' Agent pursuant to the terms hereof.

Shareholders' Agent. (a) RochJose▇▇ ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the MBR Target shareholders to give and receive notices and communications, to authorize delivery to Quest Acquiror of the Quest Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by Quest, to settle any other claims for indemnificationAcquiror, 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 10 days' prior written notice to QuestAcquiror. 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 MBR 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 MBR Target shareholders 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR Target and the reasonable assistance of MBRTarget's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, provided that the Shareholders' AgentAgent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) Roch▇▇▇▇▇▇ ▇▇▇ll ▇ shall be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of the MBR shareholders Shareholders to give and receive notices and communications, to authorize delivery the Parent to Quest of reduce the Quest Common Stock or other property from the Escrow Fund Holdback in satisfaction of claims for Damages by Quest, to settle any other claims for indemnificationProtected Parties, to object to such deliveriesclaims, 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 agent may be changed by the holders of a majority in interest of the Escrow Fund Holdback from time to time upon not less than 10 ten (10) days' prior written notice to QuestParent. No bond in favor of the Shareholders 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 MBR shareholdersShareholders. (b) The Shareholders' Agent shall not be liable to the Shareholders 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 MBR shareholders Shareholders shall jointly and severally indemnify the Shareholders' 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. (c) The Shareholders' Agent shall have reasonable access to information about MBR and the reasonable assistance of MBR's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent