APPOINTMENT OF A SALE COMMITTEE Sample Clauses

APPOINTMENT OF A SALE COMMITTEE. Upon the occurrence of a Heritage Put Default (as defined below), the Majority Heritage Holders shall have the right to request that Holding create a Sale Committee (a "Sale Committee") of ---- --------- its Board of Directors, which have the authority to (i) solicit and evaluate proposals to sell Holding or its business, whether by merger, consolidation, sale of all or substantially all of its assets or capital stock of Holding and/or one or more of its Subsidiaries, or otherwise (each, a "Sale Proposal"), ---- -------- (ii) hire agents, investment bankers and other professionals for and on behalf of Holding in connection therewith, (iii) make recommendations to Holding's Board of Directors regarding any Sale Proposal. A Sale Committee shall be constituted of two Heritage Directors and shall remain in office for two years after appointment. In the event that (x) Holding fails to appoint a Sale Committee within thirty (30) days of a valid request hereunder, or (y) subject to the provisos below, Holding's Board of Directors fails to approve any Sale Proposal within thirty (30) days of delivery of written notice to each of the members of the Board of a recommendation of such Sale Proposal by the Sale Committee, or fails to duly authorize the taking of such actions as are reasonably necessary to consummate any such recommended Sale Proposal (in either case, referred to herein as a "Sale Committee Default"), then the Majority ---- --------- ------- Heritage Holders shall immediately become, and thereafter shall be, entitled to exercise the right to elect a majority of Holding's Board of Directors pursuant to Section 3.1(b) hereof, provided, however, that any Sale Proposal recommended to the Board by the Sale Committee shall comply with the requirements of Section 2.3 below, and provided, further, that from and after the first anniversary of the Sale Committee's appointment, any Sale Proposal shall first be presented to the AGI Prospective Purchasers in accordance with, and shall otherwise be subject to compliance with the provisions of, Section 2.2(a) hereof. For the purposes hereof, a "Heritage Put Default" shall be deemed to have occurred if -------- --- ------- any of the following shall occur:
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Related to APPOINTMENT OF A SALE COMMITTEE

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • APPOINTMENT OF ADVISOR The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Appointment of Administrators (a) The Administrators shall be appointed by the Holder of the Common Securities and may be removed by the Holder of the Common Securities or may resign at any time. Upon any resignation or removal, the Holder of the Common Securities shall appoint a successor Administrator. Each Administrator shall execute this Trust Agreement thereby agreeing to comply with, and be legally bound by, all of the terms, conditions and provisions of this Trust Agreement. If at any time there is no Administrator, the Property Trustee or any Holder who has been a Holder of Trust Securities for at least six months may petition any court of competent jurisdiction for the appointment of one or more Administrators.

  • Appointment of Director 18 Section 7.10

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • APPOINTMENT OF ADMINISTRATOR Each Trust hereby appoints EIS as Administrator of the Trust and each of its series listed on SCHEDULE A attached hereto on the terms and conditions set forth in this Agreement; and EIS hereby accepts such appointment and agrees to perform the services and duties set forth in Section 2 of this Agreement in consideration of the compensation provided for in Section 4 hereof.

  • Appointment of Advisors (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.

  • Appointment of Administrative Trustees (a) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. Each of the individuals identified as an “Administrative Trustee” in the preamble of this Trust Agreement hereby accepts his or her appointment as such.

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