Designation of Nominee. Until the second anniversary of the date hereof, Barnabus shall permit the Stockholders' Representative to designate a nominee to Barnabus' board of directors and Barnabus agrees to recommend such nominee to its stockholders and to solicit proxies for such nominee.
Designation of Nominee. 45 7.6 Resignations...........................................................................45 7.7 Directors & Officers' Insurance........................................................45 7.8 Conduct of Business....................................................................46 7.9 Notification...........................................................................48
Designation of Nominee. Buyer shall have the right to designate another person or entity to be the transferee of all of the assets and properties to be transferred by Seller hereunder to a single assignee; provided, however, until the Closing Date such assignment or transfer shall not release the Buyer from its obligations hereunder (but as of and after the Closing Date Buyer will be so 29 released to the extent another person or entity assumes all such obligations, as to any obligation accruing or arising thereafter). Without limiting the generality of the foregoing, the parties acknowledge that Buyer desires and intends to convey and assign all of the Conveyed Assets from MSII to Buyer in a liquidation of MSII as soon as all necessary consents and approvals are obtained and agree (i) to cooperate in good faith to obtain all such consents and approvals and to complete such conveyance to Buyer, and (ii) that upon such conveyance Buyer shall succeed to all rights and interests of MSII with respect to the Conveyed Assets, without additional cost or payment, and shall be subject to all outstanding liabilities of MSII with respect thereto (including without limitation any and all such liabilities of MSII hereunder).
Designation of Nominee. Subject to Section 3.2, if the Amer Parties wish to designate an Amer Nominee for election at any meeting of the stockholders of the Company where an election for directors of the Company shall take place, Amer shall provide a written notice (the “Nomination Notice”) to the Board, in accordance with the procedures described in the proxy statement for the Company’s most recent annual meeting of stockholders, identifying each Amer Nominee whom the Amer Parties are entitled to designate. Upon receiving a Nomination Notice, the Board shall take all actions reasonably necessary to include such Amer Nominees among the candidates in the Company’s next election for members of the Board and shall also recommend that the stockholders of the Company vote for each Amer Nominee for election to the Board, including providing its written recommendation in any proxy materials presented to the stockholders of the Company for such election.
Designation of Nominee. Subject to Sections 4.1 and 4.2, if the Hanlong Parties wish to designate a Hanlong Nominee for election at any meeting of the stockholders of the Company where an election for directors of the Company shall take place, Hanlong shall provide a written notice (the “Nomination Notice”) to the Board, in accordance with the procedures described in the proxy statement for the Company’s most recent annual meeting of stockholders, identifying each Hanlong Nominee whom the Hanlong Parties are entitled to designate. Upon receiving a Nomination Notice, the Board shall take all actions reasonably necessary to include such Hanlong Nominees among the candidates in the Company’s next election for members of the Board and shall also recommend that the stockholders of the Company vote for each Hanlong Nominee for election to the Board, including providing its written recommendation in any proxy materials presented to the stockholders of the Company for such election.
Designation of Nominee. Effective upon Closing under (and as defined in) the Purchase and Sale Agreement, Owner hereby designates and appoints Nominee as its agent and nominee for the purpose of holding title to the Designated Properties for the benefit of Owner and thereafter acting with respect to the Designated Properties solely pursuant to Owner’s specific authorization, and Nominee hereby accepts such designation and appointment.
Designation of Nominee. 1. In the event that the Undersigned is acting as an agent, representative, or nominee (a “Nominee”) for the Subscriber, please initial here: . The Nominee understands and acknowledges that the representations, warranties, and agreements made in this Subscription Agreement are made by the Nominee with respect to the Subscriber of the Interest subscribed for hereby. The Nominee represents and warrants that the Nominee has all requisite power and authority from said Subscriber to execute and perform the obligations under this Subscription Agreement and the LLC Agreement. The Nominee agrees to indemnify and hold harmless the Company, the Managing Member, the administrator, and each of their respective affiliates, associates, advisors, partners, employees, and agents from and against any and all loss, liability, claim, damage, cost, and expense whatsoever arising out of, or resulting from, or based upon, any misrepresentation or breach of warranty by the Nominee under this Subscription Agreement, or any other document furnished by the Nominee to the Company in connection with the offer or sale of the Interest. Such loss, liability, claim, damage, cost, and expense shall include, without limitation, legal fees and expenses, and any and all other costs and expenses whatsoever reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened, or any claim whatsoever.
Designation of Nominee. 13. In the event that the Undersigned is acting as an agent, representative, or nominee (a “Nominee”) for the Subscriber, please initial here: . The Nominee understands and acknowledges that the representations, warranties, and agreements made in this Subscription Agreement are made by the Nominee with respect to the Subscriber of the Class A Voting Common Unit subscribed for hereby. The Nominee represents and warrants that the Nominee has all requisite power and authority from said Subscriber to execute and perform the obligations under this Subscription Agreement and the Operating Agreement. The Nominee agrees to indemnify and hold harmless the Company, and the affiliates, associates, advisors, partners, employees, and agents of the Company from and against any and all loss, liability, claim, damage, cost, and expense whatsoever arising out of, or resulting from, or based upon, any misrepresentation or breach of warranty by the Nominee under this Subscription Agreement, or any other document furnished by the Nominee to the Company in connection with the offer or sale of the Class A Voting Common Unit. Such loss, liability, claim, damage, cost, and expense shall include, without limitation, legal fees and expenses, and any and all other costs and expenses whatsoever reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened, or any claim whatsoever. PART IV - FOREIGN PERSON CERTIFICATION 14. Check either 14(a) or 14(b) below:
(a) The Subscriber hereby certifies that it is a “United States person” within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and agrees to notify the Company prior to ceasing to be a United States person, as so defined.
