Purchaser Nominee Sample Clauses

Purchaser Nominee. 7.01(a) Returns............................................. 3.15
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Purchaser Nominee. (a) The Parties acknowledge that the initial Purchaser Nominee shall be Dxxxxx Xxxxxxxxxx, and that the Purchaser Nominee will be appointed to the Board of Directors immediately following the Closing. (b) The Company shall, for so long as the Purchaser holds at least 1% of the Amended Note Securities held by the Purchaser upon consummation of the Note Assignment (on an as-converted to HEXO Shares basis), (i) recommend and reflect such recommendation in any management information circular relating to any meeting where directors of the Company are elected (or submit to shareholders by written consent, if applicable) that the Company Shareholders vote to elect the Purchaser Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of the Company, and (ii) solicit proxies in favour of and otherwise support his or her election, each in a manner no less favourable than the manner in which the Company supports its other nominees (the “Company Nominees”) for election to the Board of Directors. For any meeting of the Company Shareholders (or written consent in lieu of a meeting) for the election of members to the Board of Directors, the Company shall not nominate, in the aggregate, a number of nominees greater than eight (8), including, for greater certainty, the Purchaser Nominee. (c) In the event that the Purchaser Nominee is not duly elected to the Board of Directors or ‎shall cease to serve as a director of the Company, whether due to such Purchaser ‎Nominee’s death, disability, resignation or removal (including failure to be elected ‎by the Company Shareholders or being required to resign in accordance with any ‎applicable majority voting policy), the Company shall cause the Board of Directors ‎to appoint a Purchaser Nominee designated by the Purchaser to fill the vacancy so created.‎ (d) The Purchaser Nominee shall be compensated for the Purchaser Nominee’s service on the ‎Board of Directors and any committee thereof consistent with the Company’s ‎policies for director compensation, provided that any employee of or party to a ‎consulting arrangement with the Company or any of its Affiliates who serves as ‎the Purchaser Nominee shall not be entitled to any salary or compensation from the ‎Company for the Purchaser Nominee’s services. The Purchaser Nominee shall be ‎reimbursed for all reasonable expenses related to such service on the Board of ‎Directors consistent with the Company’s poli...
Sample 1
Purchaser Nominee. In respect of any Asset the Purchaser may nominate a person to purchase such Asset pursuant to an Asset Transfer Document (a “Purchaser Nominee”). Such Purchaser Nominee must be a person which: (a) is a Group Undertaking or an Asset Trust in respect of any Asset other than a Nominated Asset (in respect of a Nominated Asset the Purchaser Nominee may be any person that complies with the requirements in (b), (c) and (d) of this Clause); (b) does not materially increase the Taxes payable by the Vendor compared to a scenario in which the Purchaser Nominee had not been nominated; (c) complies with the relevant Vendor’s and the relevant Lessee’s know your customer checks and due diligence; and (d) is capable of entering into the documents to which it is or will be a party as required by the transactions contemplated by this Agreement, the Asset Transfer Document and the Steps Plan and giving the representations required hereunder and thereunder. Promptly upon nomination of any Purchaser Nominee the Purchaser shall deliver to the Vendor and the relevant Lessee a notice confirming the identity of such Purchaser Nominee. In this Agreement, where the context so requires, following the introduction of a Purchaser Nominee satisfying the requirements of (a) and (b) above, a reference to the Purchaser relating to the relevant Nominated Assets shall be deemed to include a reference to such Purchaser Nominee provided that the introduction of a Purchaser Nominee shall not derogate from or absolve the Purchaser from any of its obligations under this Agreement for which the Purchaser shall at all times remain primarily liable.
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Purchaser Nominee that each of the warranties set out in Clause 6.2(a) to (t) in respect of itself are also given by the Purchaser in respect of the Purchaser Nominee (as though references to the Purchaser were replaced with references to the Purchaser Nominee and that references to this Agreement with replaced with references to this Agreement and any other document entered into in connection with this Agreement by the Purchaser Nominee).
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Purchaser Nominee. 26.1 Nominee
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Purchaser Nominee. Buyer shall have the right, by notice in writing to the relevant Seller to be given not less than five (5) Business Days prior to the date on which title to any Aircraft and/or Engine is scheduled to be transferred to Buyer, to request that the relevant Seller transfer title to such Aircraft and/or Engine to a Purchaser Nominee. Following receipt of such request, subject to the other provisions of this Agreement and the other Sale Documents in respect of such Aircraft and/or Engine, and provided that the relevant Seller has completed any necessary "know your customer" checks in relation to any such Purchaser Nominee, the relevant Seller will comply with such request. Notwithstanding the foregoing Buyer shall remain fully and primarily liable for the performance of all of its obligations under this Agreement and the other Sale Documents to which it is a party. ARTICLE XIII CONFIDENTIALITY Section 13.1.
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Purchaser Nominee. The parties acknowledge and agree that MGI may on notice to Xxxxx prior to Closing appoint a wholly-owned U.S. subsidiary (a "NOMINEE") to purchase all or any part of the Purchased Assets and otherwise carry out the obligations of MGI hereunder. If any Nominee is so appointed, the obligations of MGI hereunder shall hereafter become the joint and several obligations of MGI and such Nominee.
Sample 1
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Purchaser Nominee. 14.1 If the Purchaser timely notifies that one or more Purchaser Nominees are to become purchasers, each Purchaser Nominee shall owe and pay any purchase price (preliminary purchase price and balancing amount, if any) payable hereunder in respect of the Shares and Loans (if any) to be acquired by it. 14.2 Each Purchaser Nominee shall be deemed to have givenmutatis mutandis the representations and warranties in relation to itself as set out in Clause 7 on a several basis (but not jointly and severally with the Purchaser or any other Purchaser Nominee), provided, however, that the Purchaser shall remain jointly and severally liable for any of the obligations then applicable to each of the Purchaser Nominees.
Sample 1
Purchaser Nominee. The Purchaser shall have the right, by notice in writing to be given not less than fifteen (15) Business Days prior to the Delivery Date, to request Seller to transfer title to the Aircraft to a Purchaser Nominee and following receipt of such request, Seller shall, subject to the other provisions of this Agreement and the other Transaction Documents in respect of such Aircraft, do so provided that, notwithstanding any such request: (i) Purchaser shall remain fully and primarily liable for the performance of all of its obligations under this Agreement and the other Transaction Documents, and (ii) none of the liabilities or obligations of Seller under this Agreement or any of the other Transaction Documents shall be increased as a result thereof and none of Seller's rights or benefits under this Agreement or any of the other Transaction Documents shall be reduced, diminished or extinguished as a result thereof; provided that Seller agrees to use reasonable efforts to expedite its know-your-customer review of a Purchaser Nominee to the extent that such Purchaser Nominee is a bank, trust company or financial institution of recognized standing.
Sample 1

Related to Purchaser Nominee

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Nomination The Allottee admits and accepts that before the execution and registration of conveyance deed of the Apartment, the Allottee will be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement on payment of 2% (two percent) of the market price prevailing at that time (to be determined by the Promoter) as nomination charge to the Promoter subject to the covenant by the nominee that the nominee will strictly adhere to the terms of this Agreement and subject also to the below mentioned conditions: • The Allottee shall make payment of all dues of the Promoter in terms of this Agreement, up to the time of nomination. • The Allottee shall obtain prior written permission of the Promoter and the Allottee and the nominee shall be bound to enter into a tripartite agreement with the Owner and the Promoter. • The Allottee shall pay an additional legal fee of Rs. 10,000/- (Rupees ten thousand only) to the Promoter’s legal advisors towards the tripartite Nomination Agreement. • Subject to the approval and acceptance of the Promoter and subject to the above conditions, the Allottee shall be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement to parent, spouse and children without payment of the aforesaid transfer charge.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Timber Designations Timber designated for cutting shall be confined to Sale Area, except as provided in B2.131, B2.14, B2.15, B2.32, and B5. 1. Sale Area Map

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Nominations 4.01 Transportation Services provided hereunder shall be in accordance with the prescribed nominations procedure as set out in Schedule “B 2010” of Union’s C1 Rate Schedule.

  • Trustees, Shareholders, etc. Not Personally Liable; Notice All persons extending credit to, contracting with or having any claim against the Trust or a particular series or class of Shares shall look only to the assets of the Trust or the assets of that particular series or class of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers shall give notice that this Declaration is on file with the Secretary of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustee or Trustees or officer or officers or Shareholder or Shareholders individually.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

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