Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. By virtue of their approval of the Merger, the Shareholders irrevocably appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as their agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder Indemnitors, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10. 1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.

Appears in 1 contract

Sources: Merger Agreement (Puma Technology Inc)

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ as their agent in connection with the transactions contemplated by Section for purposes of Sections 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10. 1Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.

Appears in 1 contract

Sources: Merger Agreement (Halis Inc)

Shareholders' Agent. By virtue of their approval of the Merger, the Merger Shareholders shall irrevocably appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as their agent in connection with the transactions contemplated by for purposes of Sections 1.6 and Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 1.6 and the Escrow AgreementSection 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 the Shareholder Indemnitors any Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the Shareholder Indemnitors any Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorIndemnitor or shareholder of the Company. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsIndemnitors or otherwise, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and this Section 10. 110.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Acuson Corp)

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ . as their agent in connection with the transactions contemplated by Section for purposes of Sections 1.8, 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ . hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 1.8, 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10. 1Sections 1.8, 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.

Appears in 1 contract

Sources: Merger Agreement (Halis Inc)

Shareholders' Agent. By virtue of their approval of the Merger, the Shareholders irrevocably appoint ▇▇▇▇▇▇▇ ▇▇▇shall be the agent of the Selling Shareholders of the Company for purposes of this Agreement (the "Shareholders' Agent") The Selling Shareholders hereby irrevocably appoint ▇▇▇▇▇▇▇ as their agent in connection with the transactions contemplated by Section 9 for purposes of this Agreement and the Escrow Agreement (the "Shareholders' Agent")Agreement, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ hereby accepts his the appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Designated Shareholders' Agent on all matters relating to Section 9 Sections 1.5 and the Escrow 10 in this Agreement, 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 the Shareholder Indemnitors all Selling Shareholders by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Selling Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorSelling Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsSelling Shareholders, then the Shareholder Indemnitors remaining Selling Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10. 1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.such

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint ▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as ▇▇ their agent in connection with the transactions contemplated by Section for purposes of Sections 1.10, 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and ▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby ▇▇▇eby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 1.10, 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10. 1Sections 1.10, 9 and 11.10(d). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.

Appears in 1 contract

Sources: Merger Agreement (Halis Inc)