Purchaser Designees. Purchaser may designate any of its Affiliates and/or third party contractors to receive and/or otherwise interact with a Service Provider with respect to any one or more of the Services provided by such Service Provider (such designated Affiliates and third party contractors, the “Purchaser Designees”); provided, however, that the Purchaser agrees that all of the Services shall be for the sole use and benefit of the Purchaser.
Purchaser Designees. (a) Subject to the following proviso set forth in this Section 2.4(a), Purchaser Representative may assign the right to purchase Additional Shares and the corresponding obligation to pay Purchase Price for such Additional Shares pursuant to ARTICLE II and ARTICLE III, respectively, to one or more Persons (i) listed on Schedule 2.4 (all of whom are deemed pre-approved by the Company), (ii) who can make an adequate showing of their financial capability without jeopardizing the consummation of the Plan, or (iii) approved in writing after the date hereof by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), by causing such Person(s) to execute and deliver to the Company a joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”) (each such Person who has executed a Joinder Agreement, a “Purchaser Designee”); provided, that Purchaser Representative may not make such assignment to the extent that, as of immediately following the Closing, CCL and its Affiliates would not have the ability to control (including pursuant to a voting agreement or otherwise by contract) the election of a majority of the board of directors of the Company. The applicable portion of the Purchase Price which a Purchaser Designee is obligated to pay pursuant to ARTICLE III, as set forth in the applicable Joinder Agreement, is referred to herein as a “Designee Purchase Price Amount”.
(b) In addition to and without limitation of Section 2.4(a) and Section 2.4(c), Col-L Acquisition may in its sole discretion increase the amount of the Purchase Price by adding Purchaser Designees. The addition of a Purchaser Designee shall increase the Purchase Price correspondingly or reduce the Pro Rata Share of any or all Purchasers and/or Purchaser Designees pursuant to Section 2.4(c); provided that notwithstanding the foregoing the total Purchase Price payable by Col-L Acquisition at the Closing shall not in any circumstance be reduced below Twenty Million Dollars ($20,000,000). Purchaser Representative shall notify the Company in writing simultaneously with the delivery of a Joinder Agreement for each Purchaser Designee as to whether such Purchaser Designee’s commitment increases the Purchase Price.
(c) In addition to and without limitation of Section 2.4(a) and Section 2.4(b), the Purchaser Representative may in its sole discretion decrease the Pro Rata Share of any Purchaser or Purchaser Designee (and corresponding portion of the Purchase...
Purchaser Designees. At any time prior to the Closing Date, Purchaser may designate one or more of its Affiliates to participate in the purchase of all or any portion of the Shares provided that (a) any such designation would not delay the Closing or require the procurement of any additional consents or approvals, (b) no such designation shall relieve Purchaser of any of its obligations under this Agreement, and (c) all such designees agree in writing to be bound by this Agreement as if they were parties hereto, and shall be jointly and severally liable with Purchaser for all of Purchaser’s obligations hereunder.
Purchaser Designees. Names of all Director nominees designated by the Purchaser pursuant to the last sentence of Section 4.1 above shall be furnished to the Company (a) in the case of election of Directors at an annual meeting or otherwise pursuant to a vote of the Company's stockholders, in time to be included in the proxy materials related to such election, and (b) at least ten (10) days prior to election or appointment of Directors by the Board.
Purchaser Designees. (a) As of the Closing, each Purchaser Designee will be an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Purchaser Designee will at the Closing have all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as now conducted and to perform the Contemplated Transactions on its part.
(b) Each Purchaser Designee will have, by the date of the Closing, taken all necessary corporate or similar action to authorize (i) the purchase of the Shares or Owner Notes to be purchased by, and the assumption of the EME Guarantees to be assumed by, such Purchaser Designee and (b) the execution, delivery and performance of this Agreement and any Related Agreements to which such Purchaser Designee is a party. No other corporate or similar action or proceeding on the part of any Purchaser Designee will be necessary to authorize this Agreement or any Related Agreement or the Contemplated Transactions.
(c) This Agreement and any Related Agreements to which a Purchaser Designee is a party will, as of the Closing, have been duly executed and delivered by each such Purchaser Designee, and this Agreement and each Related Agreement to which any Purchaser Designee is a party, when executed and delivered, will constitute a valid and binding obligation of such Purchaser Designee, enforceable against such Purchaser Designee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, preference, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.
Purchaser Designees. The Purchaser shall have the right to designate up to two individuals to serve on the Board (each a “Purchaser Designee” and collectively the “Purchaser Designees) at the following times and on the following conditions: (a) On the later of the initial closing of the transactions contemplated by the Purchase Agreement or April 1, 2021 and until March 31, 2022, the Purchaser shall have the right to designate two Purchaser Designees; (b) As of March 31, 2022, and at any date thereafter, the Purchaser shall have the right to designate (i) two Purchaser Designees if the Purchaser beneficially owns (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) at least 15% of the total issued and outstanding common stock of the Company, (ii) one Purchaser Designee if the Purchaser beneficially owns less than 15%, but at least 5%, of the total issued and outstanding common stock of the Company, and (iii) no Purchaser Designees if the Purchaser beneficially owns less than 5% of the total issued and outstanding common stock of the Company.
Purchaser Designees. Promptly after making a final determination regarding which, if any, Affiliates of UIH will be Purchaser Designees, UIH shall provide written notice thereof to Sellers. NINE: AGREEMENTS REGARDING CERTAIN OTHER MATTERS
(a) FUNDING OF THE COMPANIES PENDING THE CLOSING. From the date hereof through the earlier of (i) the Closing, or (ii) termination of this Agreement, interim funding of Hipercable, the Subsidiaries and Newcom shall be in accordance with any duly approved budgets, xxx Shareholders Agreement and the Newcom Shareholders Agreement, as applicable. During such perixx, XXR, CNT and UIH each agrees to contribute cash funds to Hipercable in accordance with the Annual Budget, the Shareholders Agreement and not to elect to have its ownership interest in Hipercable diluted in lieu of making such cash contributions.
(b) DUE DILIGENCE REVIEW. From the date hereof through the Closing Date, UIH shall be entitled to conduct a comprehensive review ("Due Diligence Review") of the Companies and Newcom, in accordance with Section 8(d), including, withoux xxxitation, all aspects of the ownership, operations, management, Assets, Contracts, rights, liabilities, finances of the Companies and Newcom and all other matters that UIH believes in good faith to xx xxlevant to an assessment of the value of the Companies and Newcom. If on or prior to the Closing, UIH reasonably determines xxxx (a) the unaudited consolidated financial statements of Hipercable and the Subsidiaries as of and for the period ended June 30, 1998 (attached hereto as Schedule 9(b)) were not fairly presented in all material respects in accordance with Chilean generally accepted accounting principles or (b) Hipercable, the Subsidiaries and Newcom do not own or have in full force and effect all authoxxxxxxons, permits, Assets, Contracts, or Licenses necessary to carry on the business of Hipercable, any of the Subsidiaries or Newcom as presently conducted or as contemplated by the Business Xxxx (subject to contingencies in the Business Plan), or Hipercable, any of the Subsidiaries or Newcom is in breach or noncompliance of any such authorizations, xxxxxts, Contracts, Licenses or applicable Laws or any litigation or governmental proceeding exists or is pending or threatened with respect to which Hipercable, any of the Subsidiaries or Newcom is a party, in each case (a) or (b) which has had or woulx xxxsonably be expected to have, individually or in the aggregate, a material adverse effect on the financial...
Purchaser Designees. The Parties expressly acknowledge and agree that the Subject Assets are to be conveyed in accordance with all applicable laws, rules, regulations, orders, decisions or any other legal requirements whatsoever (collectively, “Legal Requirements”) of the United States Federal Communications Commission (“FCC”) or any other Legal Authority in or of the various jurisdictions comprising the Territory having authority over any such Subject Assets or the conveyance thereof. Accordingly, the Parties agree that MTC shall be entitled to designate in writing, as the named Purchaser under the relevant Xxxx of Sale (as hereinafter defined) covering the particular Subject Assets to be conveyed thereto, one or more of its wholly-owned subsidiaries identified on Schedule 1.5 hereto (each, a “Designated Subsidiary”) that, as of the Closing Date, possesses all authorizations, approvals and qualifications by or of Legal Authorities in or for any relevant jurisdiction with the Territory as necessary to receive such conveyance in compliance with all Legal Requirements thereof. Simultaneously with its acceptance of and countersignature to any such Xxxx of Sale, each Purchaser Designee shall assume and accede to all rights, interests, obligations and liabilities applicable to, and shall for all purposes be included in all references in this Agreement to, Purchaser; provided, that no such assumption or accession by one or more Purchaser Designees shall in any way reduce, limit or impair the covenants, obligations and liabilities of MTC as the specified Purchaser hereunder at all times and for all purposes on and after the Effective Date, the timely and proper payment and performance of which covenants, obligations and liabilities shall at all such times and for all such purposes be and remain the full and absolute legal responsibility of MTC, as principal obligor with respect thereto.
Purchaser Designees. Three individuals designated by the Purchasers pursuant to Section 4.1 of the Shareholders Agreement to serve as members of the Board of Directors shall have been duly elected or appointed to the Board of Directors and shall not have been removed other than at the direction of the Purchasers. 44 50
Purchaser Designees. Subject to compliance with the Company’s governing documents and all applicable laws, rules, regulations and policies (including the rules of the Trading Market and, by way of clarification and not limitation Nasdaq Listing Rule 5640 and Nasdaq’s interpretive guidance with respect thereto), in each case as then in effect, from and after the Closing, Purchaser shall be entitled to designate two individuals for election or appointment to the Board; provided, however, that if and as the Purchaser’s voting power reduces subsequent to the Closing, whether as a result of sales or other dispositions of the Company’s securities by the Purchaser, additional issuances of securities by the Company or otherwise, the Purchaser’s designation rights as set forth in this Section 7.7(a) shall decrease to the right to designate one individual if and when the Purchaser’s voting power is less than 16.7% but 10% or more, and shall terminate if the Purchaser’s voting power is less than 10%, of the overall votes then entitled to be cast in an election of directors by the stockholders of the Company; provided further, however that in no event shall the Purchaser be entitled to designate for election or appointment to the Board a number of directors, rounded up to the next whole number, in excess of the product of (i) the total number of directors then on the Board, and (ii) the voting power then held by the Purchaser, expressed as a percentage of the overall votes then entitled to be cast in an election of directors by the stockholders of the Company; provided further, however, that any individual designated by the Purchaser shall (a) be capable of being elected or appointed to the Board without violation of, and not have failed to comply with, any applicable law, rule or regulation and the requirements of any federal, state, local or other court, self-regulatory body or other Governmental Entity, including the Commission, the Trading Market and any regulatory authority with jurisdiction over the Company or its activities, (b) not have engaged in acts or omissions constituting a breach of the such individual’s fiduciary duties to the Company and its stockholders, (c) not have engaged in acts or omissions that involve an intentional violation of law and that are felonies or violations of law involving moral turpitude, and (d) not have engaged in any transaction involving the Company during the term of such individual’s membership on the Board from which such individual derived an...
