Right to Designate. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such Designee may assume such obligations.
Right to Designate. Each Participant may designate, upon forms to be furnished by and filed with the Committee, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of the Participant's Vested Account in the event of the Participant's death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary or spouse. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Committee during the Participant's lifetime.
Right to Designate. AIC shall have the right to designate one member of the Stockholders’ Committee (the AIC Designee) at all times until the earliest to occur of (i) Xxxxxx X. Xxxxxxx’x death or disability, (ii) the voluntary termination of Xxxxxx X. Xxxxxxx’x employment with APAM, and (iii) 180 days after the effective date of Xxxxxx X. Xxxxxxx’x involuntary termination of employment with APAM.
Right to Designate. From and after the Effective Date hereof until the relevant provision of this Section 2.1 ceases to be effective in accordance with Section 2.10, (a) the Parthenon Stockholders shall be entitled to designate two (2) persons for election to the Board and (b) the Xxxxx Stockholders shall be entitled to designate two (2) persons for election to the Board; provided, that from and after the date in which the Parthenon Stockholders are, pursuant to Section 2.10, entitled to designate one (1) person or less for election to the Board, the Xxxxx Stockholders shall also be entitled to designate an additional person for election to the Board, provided (x) such person is independent under the applicable rules of the U.S. securities exchange on which the Class A Common Stock is listed and (y) the Xxxxx Stockholders collectively Beneficially Own Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock (each such designated person, a “Nominee”). In addition, solely for purposes of filling the Class I Board seat that will remain vacant as of the Effective Date, the Xxxxx Stockholders shall be entitled to recommend to the Board the person who shall fill such Board seat (which, for the avoidance of doubt, shall be a one-time right that shall lapse after such initial Board seat is filled) and, provided such person is (i) independent under the applicable rules of the U.S. securities exchange on which the Class A Common Stock is listed, (ii) qualified to serve in such capacity and (iii) approved by the majority of the members of the Board, which approval shall include each of the independent directors, the Parthenon Stockholders shall take all Necessary Action to cause such Board seat to be filled by such person.
Right to Designate. (i) So long as (x) the Series B Preferred Stockholders party to this Agreement on the date hereof, collectively with their Permitted Transferees that are Affiliates thereof, hold shares of Series B Preferred Stock and Common Stock representing in the aggregate at least twenty-five percent (25%) of the shares of Common Stock into which the shares of Series B Preferred Stock are convertible or have been converted, or (y) the Series C Preferred Stockholders party to this Agreement hold shares of Series C Preferred Stock and Common Stock representing at least twenty-five percent (25%) of the shares of Common Stock into which the shares of Series C Preferred Stock are convertible or have been converted, the Series B and C Preferred Stockholders shall collectively have the right to designate one (1) person for election to the Board; (ii) so long as the Series D Preferred Stockholders party to this Agreement on the date hereof, collectively with their Permitted Transferees that are Affiliates thereof, continue to hold shares of Series D Preferred Stock and Common Stock representing in the aggregate at least twenty-five percent (25%) of the shares of Common Stock into which the shares of Series D Preferred Stock are convertible or have been converted, the Series D Preferred Stockholders shall have the right to designate four (4) persons for election to the Board; and (iii) so long as N&P continues to hold shares of Common Stock representing at least twenty-five percent (25%) of the Fully Diluted Capital Stock, N&P shall have the right to designate the remainder of the directors. There shall be no cumulative voting with respect to the above-referenced designation(s). Notwithstanding the above, the Convertible Noteholders party to this Agreement voting together as a class shall have the right to designate a total of two (2) persons as non-voting observers to the Board; provided, however, that for so long as Falcon is a Convertible Noteholder or a Series E Preferred Stockholder, Falcon shall be entitled to designate one such non-voting observer and for so long as Prudential is a Convertible Noteholder or a Series E Preferred Stockholder, Prudential shall be entitled to designate one such non-voting observer. Each committee of the Board shall have one representative designated by the holders of a majority of the outstanding Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock.
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Right to Designate. CEA II, Ltd. may from time to time designate any other Person or Persons, including StarNet/CEA, to exercise its Rights of Refusal pursuant to Sections 4.1, 4.2, 4.3 and 4.4 hereof, which designation shall be sufficient if in writing and delivered to VLW at the time of and together with notice of the exercise of any such Rights of Refusal. In such event, any notice to be given thereafter by VLW hereunder shall also be given to such designated Person but only with respect to the particular transaction. Initially, CEA II, Ltd. hereby designates StarNet/CEA to exercise such Rights of Refusal and no additional written notice as to such designation shall be required to be delivered to VLW with respect to such initial designation.
Right to Designate. Executive may designate, upon forms to be furnished by and filed with ASV, one or more primary beneficiaries or alternative beneficiaries to receive all of Executive’s benefit described in Section 1 in the event of such Executive’s death. The Executive may change or revoke any such designation from time to time without notice to or consent from any beneficiary. No such designation, change or revocation shall be effective unless executed by the Executive and received by ASV during the Executive’s lifetime.
Right to Designate. From and after the Effective Date hereof until the provisions of this Section 2.1 cease to be effective, Investor shall be entitled to designate such number of persons for election to the Board as is equal to the nearest whole number greater than the product obtained by multiplying (a) the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by the Parthenon Group and (b) the number of positions, including any vacancies, on the Board (each such person, a “Nominee”); provided that a reduction in the percentage of total voting power Beneficially Owned by the Parthenon Group shall not shorten the term of any incumbent director.
Right to Designate. From and after the date hereof, (a) the Parthenon Stockholders shall be entitled to designate two (2) persons for election to the Board and (b) the Xxxxx Stockholders shall be entitled to designate two (2) persons for election to the Board; provided, that from and after the date in which the Parthenon Stockholders are, pursuant to Section 2.10, entitled to designate one (1) person or less for election to the Board, the Xxxxx Stockholders shall also be entitled to designate an additional person for election to the Board, provided (x) such person is independent under the applicable rules of the U.S. securities exchange on which the Class A Common Stock is listed and (y) the Xxxxx Stockholders collectively Beneficially Own Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock (each such designated person, a “Nominee”).
