Designated Purchaser. After the date of this Agreement but not less than five (5) Business Days prior to the Closing Date, the Purchaser may, upon prior written notice to the Seller, designate (a “Designation”) either one or more wholly-owned subsidiaries of the Purchaser, whether or not existing as of the date hereof, as a “Designated Purchaser” hereunder (each such Person, a “Designated Purchaser”). The Designation shall set forth: (a) the name of the Designated Purchaser, (b) the jurisdiction of organization of the Designated Purchaser, (c) the Company Shares or Holdco Shares that the Designated Purchaser shall acquire at the Closing and (d) an acknowledgment of the Designation by the Designated Purchaser in accordance with the following sentence. Upon the Designation, each Designated Purchaser shall be deemed a “Purchaser” for purposes of this Agreement in connection with the acquisition of such Shares (and any reference to “Purchaser” herein in connection therewith shall automatically be deemed to include reference to such Designated Purchaser) and such Designated Purchaser shall automatically be assigned the rights and obligations under this Agreement necessary in connection with such Designation; provided, that following such Designation: (i) the Purchaser shall be jointly and severally liable with each such Designated Purchaser (on the one hand) to the Seller (on the other hand) for all such rights and obligations so assigned to such Designated Purchaser and (ii) the Purchaser shall cause each Designated Purchaser to appoint either the Purchaser or another Designated Purchaser (or in the event there is only one Designated Purchaser, such Designated Purchaser) as its agent in connection with the exercise of its rights and remedies under this Agreement. No such Designation shall relieve the Purchaser of its obligations hereunder.
Designated Purchaser. If Swedish Match is required to purchase any C&E Shares upon the exercise of a Put Right, or has the right to purchase any C&E Shares upon the exercise of a Call Right, Swedish Match may, at its option, designate one or more of its Affiliates to purchase all or a portion of such C&E Shares. In such event, Swedish Match shall cause its designee to pay the applicable Put Price or Call Price, as the case may be, and shall be liable for the performance by its designee of all obligations with respect to the purchase of the C&E Shares pursuant to the exercise of the Put Right or Call Right, as the case may be.
Designated Purchaser. Prior to the Closing, Subscriber may, upon not less than twenty (20) days’ prior written notice to the Company, assign its rights and obligations, in whole or in part, under this Agreement to one or more wholly-owned affiliates of Subscriber (each, a “Designated Purchaser”) for the purpose of carrying out the transactions contemplated hereby; provided, however, that (a) such assignment shall be effective only if each such Designated Purchaser provides the Company with written acceptance thereof, in form and substance acceptable to the Company, prior to the Closing, (b) if the Owners’ and Directors’ Test applies, such assignment shall be conditional on approval of the English Football League of such Designated Purchaser in connection with the Owners’ and Directors’ Test and, (c) except as may otherwise be agreed by Subscriber and the Company, Subscriber shall be and remain jointly and severally liable for all obligations of Subscriber and each such Designated Purchaser under this Agreement and all documents and instruments to be executed and delivered by Subscriber or each such Designated Purchaser pursuant hereto.
Designated Purchaser. Notwithstanding the foregoing, at any time commencing after the date of this Agreement and continuing until the date that is two (2) Business Days prior to the Closing Date, Purchaser may, upon prior written notice to Seller, designate one or more controlled Affiliates of Purchaser (whether or not existing as of the date hereof), as a Designated Purchaser hereunder (each such designee, a “Designated Purchaser”). The designation contemplated hereby shall set forth the Acquired Assets or Target Shares such Designated Purchaser is to acquire at the Closing. Upon the designation contemplated hereby, each Designated Purchaser shall be deemed a “Purchaser” for purposes of this Agreement in connection with the acquisition of the applicable Target Shares and/or the applicable Acquired Assets (and any reference to Purchaser herein in connection therewith shall automatically be deemed to be a reference to such Designated Purchaser) and such Designated Purchaser shall automatically be assigned the rights of the Purchaser under this Agreement necessary in connection with such designation. Notwithstanding the foregoing, no such designation of a Designated Purchaser shall relieve Purchaser of any of its obligations under this Agreement if not performed by such Designated Purchaser.
Designated Purchaser. If the Company desires to accept the Optionee's offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to the Optionee within thirty (30) days following the giving of the Option Notice. Failing such acceptance, the Optionee's offer shall lapse on the thirty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than ten days following the date of giving its notice of acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and the Optionee shall deliver to the Company or its designated purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. In the event of any breach by the Optionee of the provisions hereof, the Company may in its sole and absolute discretion, notify the Optionee within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, in which event any such transfer or attempted transfer by the Optionee to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of the Optionee's offer to sell the Offered Shares, and unless the Company shall provide written notice to the Optionee within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice due to a breach by the Optionee of the provisions hereof, the Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 10 shall again apply to the Restricted Shares. The Offered Shares so transferred by the Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 10 (including without limitation paragraph (f) of this Section 10) and the Company shall have the right to re...
Designated Purchaser. The Purchaser designated from time to time by the Requisite Holders (the "Designated Purchaser") shall have the power to take all actions that the Purchasers have under the Purchase Documents and by law, including the power to exercise the Purchasers' rights and remedies under the Purchase Documents and by law during the continuance of an Event of Default. As of the Initial Closing, the Purchasers, by executing this Agreement, designate Agility Capital, LLC (the "Initial Designated Purchaser") as the Designated Purchaser. The Designated Purchaser may resign as "Designated Purchaser" upon 45 days notice to the Purchasers. If Designated Purchaser resigns under this Agreement, the Requisite Holders shall appoint a successor Designated Purchaser. If no successor Designated Purchaser is appointed prior to the effective date of the Designated Purchaser's resignation, the Designated Purchaser may appoint a successor Designated Purchaser. Notwithstanding the resignation of Designated Purchaser or any removal of Designated Purchaser by the Purchasers, the rights of the Designated Purchaser so resigning or removed to reimbursement and indemnification shall survive such resignation or removal. As consideration for the Initial Designated Purchaser to act as Designated Purchaser, Company hereby agrees to pay, on or prior to the Initial Closing, to the Initial Designated Purchaser for its separate account, and not for the account of any other Purchaser or any subsequent Designated Purchaser, the fees in the amounts set forth in the side letter agreement dated of even date herewith between the Company and the Initial Designated Purchaser. Any provision to the contrary contained elsewhere in this Agreement or in any other Purchase Document, Designated Purchaser shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Designated Purchaser have or be deemed to have any fiduciary relationship with any Purchaser. Except as otherwise expressly provided herein or in any other Purchase Document, Designated Purchaser shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Designated Purchaser is expressly entitled to take hereunder or thereunder. Designated Purchaser is authorized to exercise all rights and remedies of the Purchasers under this Agreement and the other Purchase Documents, provided that, absent exigent ci...
Designated Purchaser. In connection with any purchase of the Property as permitted or required in this Lease, the Lessee may designate, in a notice given to the Lessor not less than one (1) Business Day prior to the closing of such purchase, the transferee or transferees to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Lease.
Designated Purchaser. An affiliate of Purchasers selected by Purchasers to purchase and/or acquire any of the Purchased Assets.
Designated Purchaser. The parties agree that MEGTEC has designated MEGTEC Systems Amal AB, a Swedish limited liability company ("MEGTEC Amal") as a Designated Purchaser to purchase all of the Purchased Assets owned by Balxxxx Xxxx xxd to assume and thereafter pay, perform or discharge all of the Assumed Liabilities of Balxxxx Xxxx, xll as provided for in the Purchase Agreement.
Designated Purchaser. The Designated Purchaser may become a party to this Agreement by unilateral (notarized) declaration. Subject to Section 13.11 (b), all rights and obligation under this Agreement shall be assumed by Designated Purchaser to the extent they relate to the acquisition of the respective Companies by the respective Designated Purchaser. AMENDMENT AGREEMENT
SECTION 1 ACCESSION OF DESIGNATED PURCHASERS ROV German Holding, ROV Colombia and ROV Mexico hereby become a party to the Joint Venture Agreement as Designated Purchasers.
