Designation Rights. Each Commitment Party shall have the right to designate by written notice to the Company no later than two (2) Business Days prior to the Closing Date that some or all of the Unsubscribed Securities and Rights Offering Securities that it is obligated to purchase hereunder be issued in the name of, and delivered to a Related Purchaser of such Commitment Party upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Commitment Party and each such Related Purchaser, (ii) specify the number of Unsubscribed Securities and Rights Offering Securities to be delivered to or issued in the name of such Related Purchaser and (iii) contain a confirmation by each such Related Purchaser of the accuracy of the representations set forth in Sections 5.4 through 5.6 as applied to such Related Purchaser; provided, after issuance of the Funding Notice, any Related Purchaser designated to receive Common Shares from a Commitment Party that is a U.S. Citizen, shall be a U.S. Citizen; provided, further, that no such designation pursuant to this Section 2.7 shall relieve such Commitment Party from its obligations under this Agreement.
Designation Rights. 15 Section 2.8 Consent to Transfers of Purchase Rights by Commitment Parties ........... 15 Section 2.9 Notification of Aggregate Principal Amount of Exercised Purchase
Designation Rights. Each Commitment Party shall have the right to designate by written notice to the Company no later than two (2) Business Days prior to the Closing Date that some or all of the New Money Securities that it is obligated to purchase hereunder be issued in the name of, and delivered to, a Related Purchaser of such Commitment Party upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Commitment Party and each such Related Purchaser, (ii) specify the principal amount of New Money Securities to be delivered to or issued in the name of such Related Purchaser and (iii) contain a confirmation by each such Related Purchaser of the accuracy of the representations set forth in Sections 5.4 through 5.6 as applied to such Related Purchaser; provided, that no such designation pursuant to this Section 2.7 shall relieve such Commitment Party from its obligations under this Agreement.
Designation Rights. Each Backstop Party shall have the right to designate by written notice to the Company Parties, counsel to the Initial Backstop Parties and the Rights Offering Subscription Agent no later than five (5) Business Days prior to the Closing Date that some or all of the Rights Offering Shares or the Backstop Commitment Premium that it is obligated to purchase or has the right to receive hereunder be issued in the name of, and delivered to a Related Fund of such Backstop Party upon receipt by Invacare of payment therefor in accordance with the terms hereof (it being understood that payment by either the Related Fund or the Backstop Party shall satisfy the applicable payment obligations of the Backstop Party), which notice of designation shall (a) be addressed to the Rights Offering Subscription Agent and signed by such Backstop Party and each such Related Fund, (b) specify the number of Rights Offering Shares or shares of New Common Equity issuable on account of the Backstop Commitment Premium, as applicable, to be delivered to or issued in the name of such Related Fund and (c) contain a confirmation by each such Related Fund of the accuracy of the representations set forth in Sections 5.4 through 5.6 as applied to such Related Fund; provided that no such designation pursuant to this Section 2.7 shall relieve such Backstop Party from its obligations under this Agreement.
Designation Rights. Each Backstop Party shall have the right to designate by written notice to the Company no later than two (2) Business Days prior to the Settlement Date that some or all of the Unsubscribed Notes that it is obligated to purchase hereunder be issued in the name of, and delivered to a Related Purchaser of such Backstop Party upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such Related Purchaser, (ii) specify the principal amount of Unsubscribed Notes to be delivered to or issued in the name of such Related Purchaser and (iii) contain a confirmation by each such Related Purchaser of the accuracy of the representations set forth in Sections 5.6 hereof as applied to such Related Purchaser; provided, that no such designation pursuant to this Section 2.6 shall relieve such Backstop Party from its obligations under this Agreement.
Designation Rights. Each Equity Commitment Party shall have the right to designate by written notice to the Debtors, counsel to the Initial Equity Commitment Parties and the Equity Rights Offering Subscription Agent no later than five (5) Business Days prior to the Closing Date that some or all of the Rights Offering Shares or the Backstop Commitment Premium that it is obligated to purchase or has the right to receive hereunder be issued in the name of, and delivered to a Related Fund of such Equity Commitment Party upon receipt by Holdings of payment therefor in accordance with the terms hereof (it being understood that payment by either the Related Fund or the Equity Commitment Party shall satisfy the applicable payment obligations of the Equity Commitment Party), which notice of designation shall (a) be addressed to the Equity Rights Offering Subscription Agent and signed by such Equity Commitment Party and each such Related Fund, (b) specify the number of Rights Offering Shares or shares of New Common Stock issuable on account of the Backstop Commitment Premium, as applicable, to be delivered to or issued in the name of such Related Fund and (c) contain a confirmation by each such Related Fund of the accuracy of the representations set forth in Sections 5.4 through 5.6 as applied to such Related Fund; provided that no such designation pursuant to this Section 2.7 shall relieve such Equity Commitment Party from its obligations under this Agreement.
Designation Rights. Subject to Section 6.4, the Company shall take all such action as is necessary or advisable and within its control (except to the extent such actions, upon advice of counsel, would be a breach of, contrary to or otherwise in conflict with any applicable Law or fiduciary duty imposed thereby), including without limitation calling special Board of Director and stockholder meetings, so that:
(a) during the Rights Period, one individual (who initially will be Xxxxx Xx Xxxxxx) designated by the Investor (the “Initial Director”) shall be appointed or elected to the Board of Directors;
(b) from and after the date of the next annual meeting of shareholders of the Company through the end of the Rights Period, a second individual designated by the Investor (the “Second Director”; together with the Initial Director, the “Investor’s Directors”) shall be appointed or elected to the Board of Directors;
(c) during the Rights Period, the removal from the Board of Directors (with or without cause) of an Investor’s Director shall be at the written request of the Investor but only upon such written request and under no other circumstances; and
(d) in the event that an Investor’s Director ceases to serve as a member of the Board of Directors during his term of office (whether by death, resignation or removal) during the Rights Period, the resulting vacancy on the Board of Directors shall be filled by an individual designated by the Investor.
Designation Rights. So long as an Investor beneficially owns not less than 50% of the number of Company Shares owned by such Investor immediately prior to the IPO (the “Share Ownership Threshold”), such Investor shall be entitled to designate one member of the Board of Directors. If an Investor ceases to satisfy the Share Ownership Threshold, then such Investor shall not be entitled to designate any member of the Board of Directors. The Company shall use its best efforts to cause the persons designated by the Investor to be elected to the Board of Directors. Section 2.15 of the Company’s bylaws in effect following the IPO shall not apply to the Investors’ rights and the Company’s obligations under this paragraph.
Designation Rights. Pursuant to the terms of the Designation Rights Agreement, Buyer shall have the right (the “Designation Rights”) to assign its rights and obligations hereunder with respect to any or all Real Property Leases to one or more third parties designated by Buyer (each, a “Designated Purchaser”) so long as Buyer complied with the Designation Rights Agreement with respect thereto and causes each Designated Purchaser to comply with the provisions of the Designation Rights Agreement. Notwithstanding anything to the contrary in this Agreement, and without any increase or decrease in the Purchase Price, upon the exercise of the Designation Rights by Buyer with respect to a Real Property Lease, Buyer may revise this Agreement and any schedules setting forth the Assigned Real Property Leases, Assigned Stores and Business Properties, as applicable, to include in the definition of Acquired Assets and to exclude from the definition of Excluded Assets, such Real Property Lease not previously included in the Acquired Assets and require the Sellers to file a notice of assumption and assignment with the Bankruptcy Court and provide any necessary notice to the parties to any such Real Property Lease in accordance with the procedures set forth in the Sale Order.
Designation Rights. (i) During the Designation Rights Period, Sellers shall (A) not reject any Contract unless such Contract is expressly designated by Buyer in writing as an Excluded Contract, Buyer fails to pay amounts owed with respect to such Contract pursuant to the Designation Rights Budget in accordance with this Agreement (after having been afforded written notification and an opportunity to cure such failure in accordance with this Agreement) or unless otherwise agreed to in writing by Buyer and (B) hold all Permits and other assets specified by Buyer in writing in abeyance pending designation for assignment or exclusion by Buyer in accordance with this Section 2.7(c).
(ii) Any Contract not designated by Buyer in writing as either a Purchased Contract or an Excluded Contract, and any Permits and other assets designated in writing by Buyer, in each case at least two (2) Business Days prior to Closing, shall constitute a “Designation Rights Asset.” Buyer shall have the right, by written notice to Sellers within the Designation Rights Period, to specify that (A) any Designation Rights Asset that is a Contract shall be held by the Sellers and not rejected pursuant to Section 365 of the Bankruptcy Code for the duration of the Designation Rights Period or earlier as provided in this Section 2.7(c), and (B) any Designation Rights Asset that is not a Contract shall be held by Sellers in abeyance during the Designation Rights Period pending designation for assignment or exclusion by Buyer in accordance with this Section 2.7(c). With respect to any Designation Rights Asset, (i) Buyer shall be solely responsible for and directly pay for all costs associated with the continuation, operation or holding by Sellers of such Designation Rights Asset, excluding Pre-Closing Property Reconciliation Costs (as set forth in a budget proposed by Sellers and approved by Buyer no later than ten (10) days prior to the Closing Date (such budget, including any amounts required to be included pursuant to Section 2.7(c)(viii), the “Designation Rights Budget”)), for the period from the Closing through fifteen (15) days after the earlier of (A) the end of the Designation Rights Period and (B) the date of Sellers’ receipt of written notice from Buyer designating the assignment or exclusion of such Designation Rights Asset, (ii) Buyer shall fully indemnify Sellers in connection with any costs and expenses set forth in the Designation Rights Budget that are incurred by Sellers in connection with the co...
