Purchaser Designee Clause Samples
The Purchaser Designee clause allows the purchaser to nominate another party to assume their rights and obligations under the agreement. In practice, this means the purchaser can direct that the purchased assets, shares, or interests be transferred to a third party of their choosing, rather than to themselves directly. This clause is commonly used in transactions where the purchaser may want to use a subsidiary, affiliate, or another entity for strategic, tax, or regulatory reasons. Its core function is to provide flexibility in structuring the transaction and to accommodate the purchaser’s needs without requiring a formal assignment or amendment to the agreement.
Purchaser Designee. 5.1 The Parties agree that Purchaser may assign the right to acquire certain of the Sold Entities, the Sold JV Shares, the Sold Assets or the Assumed Contracts or to assume certain of the Assumed Liabilities or employment relationships with Business Employees to one or more Purchaser Designees. Notwithstanding any such assignment or assumption by a Purchaser Designee, Purchaser shall remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall not relieve Purchaser of, any liabilities and obligations of Purchaser and the Purchaser Designees under or in connection with this Agreement. Any reference to Purchaser in this Agreement shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in the context of this Agreement such use would not be appropriate. The fact that Purchaser Designees are expressly referenced or not referenced in certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions of this Agreement.
5.2 No later than thirty (30) days prior to the Closing, Purchaser shall definitely confirm the identity of each Purchaser Designee to Seller in writing.
5.3 With respect to the Chinese JV Shares, as soon as practically possible after the Signing Date, Seller shall procure the Relevant JV Share Seller and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Share Sale and Transfer Agreements for the Chinese JV Shares.
5.4 With respect to the Sold Assets, the Assumed Contracts, the Business Employees and the Assumed Liabilities in relation to TRW Automotive Components (Langfang) Co., Ltd, as soon as practically possible after the Signing Date and after the relevant Purchaser Designee has been formed, Seller shall procure the relevant Asset Selling Affiliate and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Asset Sale and Transfer Agreement with respect thereto.
Purchaser Designee. (a) Following the Closing Date (as defined in the Purchase Agreement) and for so long as Purchasers and their Affiliates collectively hold at least 9.99% of the outstanding Common Stock (including securities convertible into Common Stock), Purchasers may recommend a candidate who is not an Affiliate of either Purchaser or the Company to be appointed as a member of the Board. Unless the Board reasonably objects to such candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such candidate by Purchasers), the Board shall appoint such individual candidate as a member of the Board within twenty (20) Business Days after the recommendation of such candidate by Purchasers (thereafter such candidate shall be deemed the initial Purchaser Designee hereunder). From and after the Closing Date and for so long as Purchasers and their Affiliates collectively hold at least 9.99% of the outstanding Common Stock (including securities convertible into Common Stock), the Board (or an authorized committee thereof) will nominate such candidate for election to the Board or such other individual who is not an Affiliate of either Purchasers or the Company recommended by Purchasers, unless the Board reasonably objects to such other candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such candidate by Purchasers) (such person thereafter being the Purchaser Designee) at each annual meeting of the stockholders of the Company, such that the Purchaser Designee shall be up for election in accordance with the Company’s Certificate of Incorporation or Bylaws. If the shareholders of the Company do not elect such Purchaser Designee to the Board at any such annual meeting, Purchasers may recommend a replacement candidate who is not an Affiliate of either Purchaser or the Company to be appointed as a member of the Board. Unless the Board reasonably objects to such replacement candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such replacement candidate by Purchasers), the Board shall appoint such replacement candidate as a member of the Board within twenty (20) Business Days after the recommendation of such replacement candidate by Purchasers (thereafter such replacement candidate shall be deemed the Purchaser Designee hereunder). For the avoidance of dou...
Purchaser Designee. 3 ARTICLE 2.
Purchaser Designee. Timothy S. Durham, one of the ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇llocate the right and obligation to purchase up to 2,500 of the Units he is obligated to purchase at the Closing to one or more persons or entities who, prior to or at the Closing, must become a party or parties to and be bound by (a) this Agreement as a Purchaser or Purchasers, and (b) all agreements and instruments to be executed and delivered by the Purchasers as contemplated by this Agreement. This Agreement (including without limitation Schedule 4.9) and all other agreements and instruments to be executed and delivered by the Purchasers will be revised as necessary to accommodate the addition of such new Purchaser(s) and to add appropriate information as to any such additional Purchasers designated by Timothy S. Durham.
Purchaser Designee. The Parties agree that the Purchaser may assign the right to purchase certain Interests to one or more of its Affiliates (each, a “Purchaser Designee”). Notwithstanding any such assignment, the Purchaser shall remain liable for, and any assignment or execution of any Purchaser Ancillary Document shall not relieve the Purchaser of, its obligations hereunder or thereunder. Any reference to the Purchaser in this Agreement shall to the extent applicable also be deemed a reference to the applicable Purchaser Designee, except where in context of this Agreement such use would not be appropriate.
Purchaser Designee. The failure of at least one designee of the Purchaser to be serving as a director of the Company, which situation continues for a period of five days or more, provided that such failure is not the result of the Purchaser failing to designate a designee, and provided further that it shall be an Event of Default if, during any period in which no Designee of the Purchaser is serving as a director of the Company, a meeting of the Board shall be called or held or action shall have been taken by written consent of the directors; or
Purchaser Designee. Prior to the Closing Date, Purchaser may designate one or more of its Subsidiaries or Affiliates as a “Purchaser Designated Transferee” to purchase or assume certain Securities (other than the Equity Interests of Ekahau, Oy, except as otherwise provided in Section 8.3(c)). Purchaser and Seller agree that the purchase or assumption of certain Securities may be made pursuant to applicable transfer and assumption agreements and such other instruments in such form as may be necessary to effect a conveyance of the Securities in the jurisdictions in which such transfers are to be made and in customary form (collectively, the “Transfer Instruments”), which shall be in form and substance reasonably acceptable to each of Purchaser and Seller. Any such Purchaser Designated Transferee will be deemed a “Purchaser” for all purposes of this Agreement relating to the acquisition of the applicable Securities and each reference to Purchaser in connection therewith will automatically be deemed to be a reference to such Purchaser Designated Transferee. No such designation will relieve Purchaser of any of its obligations under this Agreement to the extent not fully and completely performed by such Purchaser Designated Transferee.
Purchaser Designee. 45 n/a --------------- * Up for re-election at 2002 Annual Meeting of Shareholders on June 11, 2002. ▇▇. ▇▇▇▇▇▇▇▇▇, 50, a co-founder of the ▇▇▇▇ & Buster's concept in 1982, has served as Co-Chief Executive Officer and President since June 1995, and as a director of the Company since May 1995 and as Co-Chairman of the Board since February 1996. ▇▇. ▇▇▇▇▇▇▇▇▇ served as President and Chief Executive Officer of D&B Holding (a predecessor of the Company) from 1989 through June 1995. From 1982 to 1989, Messrs. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ operated the Company's business. ▇▇. ▇▇▇▇▇▇, 51, a co-founder of the ▇▇▇▇ & Buster's concept in 1982, has served as Co-Chief Executive Officer and Chief Operating Officer since June 1995, and as a director of the Company since May 1995 and as Co-Chairman of the Board since February 1996. ▇▇. ▇▇▇▇▇▇ served as Executive Vice President and Chief Operating Officer of D&B Holding from 1989 through June 1995. From 1982 to 1989, Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ operated the Company's business. ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇, is founder of ▇▇▇▇▇▇'▇ Restaurant Group, Inc. and has been its Chairman of the Board and Chief Executive Officer since its inception in 1988. Morton's owns and operates more than 65 restaurants, comprised of two distinct restaurant companies, ▇▇▇▇▇▇'▇ of Chicago Steak Houses and ▇▇▇▇▇▇▇▇▇'▇ Restaurants. ▇▇. ▇▇▇▇▇▇▇▇▇ has been a director of the Company since 1996. ▇▇. ▇▇▇▇▇▇, 46, has been the Chairman and Chief Executive Officer of the ▇▇▇▇▇'▇ Footwear Group, Inc., formerly ▇▇▇▇▇ and ▇▇▇▇▇▇ Shoe Company, since October 1997. ▇▇. ▇▇▇▇▇▇ has been a director of the Company since 1995. ▇▇. ▇▇▇▇▇▇▇, 50, has been engaged in the practice of corporate and securities law since 1976 and has been a partner of the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ law firm since 1992. ▇▇. ▇▇▇▇▇▇▇ has been a director of the Company since 1998. ▇▇. ▇▇▇▇▇▇▇, 63, has served as a consultant to the Company's business since 1989, and has been a director of the Company since 1995. He has also been a consultant to the restaurant industry since 1983. From 1972 to 1981, ▇▇. ▇▇▇▇▇▇▇ served as Executive Vice President and a director of TGI Friday's, Inc. ▇▇. ▇▇▇▇, 55, is founder and has been managing director of Alexander Capital Group, a private investment firm, since June 1998. He was a co-founder of The Levy Restaurants and served as its Vice Chairman from 1978 to 1998. The Levy Restaurants operates restaurants, food service and special concession operations throughout the United States. ▇▇. ▇▇▇...
Purchaser Designee. The failure of at least one designee of the Pequot Entities to be serving as a director of the Company, which situation continues for a period of five days or more, provided that such failure is not the result of the Pequot Entities failing to designate a designee, and provided further that it shall be an Event of Default if, during any period in which no Designee of the Pequot Entities is serving as a director of the Company, a meeting of the Board shall be called or held or action shall have been taken by written consent of the directors; or
Purchaser Designee. The Lender's Agent shall be the Purchaser Designee, as defined in the Purchase Agreement and as may be replaced from time to time in accordance therewith. Any notice to or by the Lenders or any actions, waiver or enforcement rights that may be taken or asserted by Lender may only be taken by the then acting Purchaser Designee on such Lender's behalf. In the event that no Purchaser Designee is appointe▇, ▇▇▇n all actions or consents that may be taken by the Lender's Agent may be taken upon consent of holders of a majority of the outstanding principal amount of Notes.