Buyer Designees definition

Buyer Designees means any Subsidiary of the Buyer or the Financial Partner, any company jointly held between the Buyer or any of its Subsidiary, on the one hand, and the Financial Partner, on the other hand, in each case as designated by the Buyer to General Motors pursuant to Section 17.7 as the purchaser of any Shares or the Transferred Assets or transferee of the Transferred Liabilities) hereunder.

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Buyer Designees means (a) one or more Subsidiaries of ERPOP (other than EQR, which under no circumstance shall constitute a Buyer Designee) or AVB or both ERPOP and AVB, or (b) an intermediary, exchange accommodation titleholder or other third party intended to facilitate the consummation of the acquisition of one or more of the Transferred Assets or the Transferred Subsidiary Assets as part of an exchange transaction pursuant to Section 1031 of the Code, in each case, that have been designated by ERPOP or AVB in writing as the Persons to purchase and take ownership of the applicable Transferred Assets or Transferred Subsidiary Assets.

Buyer Designees has the meaning set forth in Section 3.3(f).

Examples of Buyer Designees in a sentence

• The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement.

• In furtherance thereof, the Company shall, upon the request of, and as specified by, Buyer, promptly either increase the size of the Board of Directors of the Company or secure the resignations of such number of the Company’s incumbent directors, or both, as is necessary to enable Buyer Designees to be so elected or appointed to the Board of Directors of the Company and the Company shall take all actions available to the Company to cause Buyer Designees to be so elected or appointed.

• Subject to and effective upon the Closing, each of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and four other individuals designated by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”) shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority of the Board.

• The parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement.

• Subject to applicable Law, the Company shall take all actions necessary, including by increasing the size of the Company Board or securing the resignations of such number of the Company’s incumbent directors, or both, to enable the Buyer Designees to be so elected or appointed to the Company Board and to cause the Buyer Designees to be so elected or appointed.

• Seller and any applicable Subsidiary shall cooperate and assist in facilitating the Buyer's or a Buyer Designee's offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer's or a Buyer Designee's effort to hire any Business Employees.

• Notwithstanding anything to the contrary expressed or implied by any Ancillary Agreement, no Ancillary Agreement shall be deemed to provide any representations and warranties to the Buyer or the Buyer Designees and the Buyer shall and shall cause the Buyers Designees to waive any right in respect thereof.

• This Agreement may not be assigned by any party hereto without the other party's written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designees its the right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder.

• Subject to and effective upon the Closing, each of D▇▇▇▇ ▇▇▇▇, T▇▇ ▇▇▇▇▇ and four other individuals designated by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”) shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority of the Board.

• For purposes of clarity, the amount payable by or to the Buyer Parties in accordance with this Section 2.3.3, as applicable, shall be the joint and several obligations of ERPOP and AVB, but may be allocated among the Buyer Parties or the Buyer Designees as determined by the Buyer Parties in their sole and absolute discretion.

More Definitions of Buyer Designees

Buyer Designees means any of the Buyer’s employees, consultants, contractors, agents and other authorised representatives as the Buyer may from time to time notify the Supplier in writing as reasonably needing access to the Buyer Virtual Data Centre(s) (VDC);

Buyer Designees means any entity(ies), person(s), or combination of entity(ies) or person(s) designated by Buyer, in its sole discretion, to purchase all or a portion of the Company Shares at the time of Closing.

Buyer Designees means any Subsidiary of the Buyer or the Financial Partner, any company jointly held between the Buyer or any of its Subsidiary, on the one hand, and the Financial Partner, on the other hand, in each case as designated by the Buyer to General Motors pursuant to Section 17.7 as the purchaser of any Shares or the Transferred Assets or transferee of the Transferred Liabilities) hereunder. “Buyer Notice” has the meaning set forth in Section 1.1(a)14.4(a). “Buyer Requested Transactions” means the Reorganization Transactions listed on item 13 and item 14 of Exhibit 6.4(a)(ii), the AOAG Contribution, the AOAG Sale and the Transactions described in Sections 2.2 and 2.3 of this Agreement. “Buyer Shareholder Meeting” means the annual shareholders’ meeting of the Buyer to be held on May 10, 2017. “Buyer’s Relief” means (i) a Relief or deferred Tax asset the loss of which is treated as an Indemnified Tax; (ii) any Relief or deferred Tax asset to the extent that it arises to and is properly attributable to a Target Group Company or a Controlled Dealership Entity in respect of a Post-Closing Tax Period or in respect of a transaction occurring or deemed to occur after Closing; or (iii) any Relief attributable to the Buyer or a Buyer Designee or any Affiliate of the Buyer of a Buyer Designee (not including a Target Group Company or a Controlled Dealership Entity). “Buyer Restricted First Pension Closing Amount” means the amount, expressed in Euro, as determined in accordance with Exhibit E (Part 1 (3.5)). “Buyer Restricted Fourth Pension Closing Amount” means the amount, expressed in Euro, as determined in accordance with Exhibit E (Part3 (3.4)). “Buyer Restricted Second Pension Closing Amount” means the amount, expressed in Euro, as determined in accordance with Exhibit E (Part 2 (3.6)). “Buyer Restricted Third Pension Closing Amount” means the amount, expressed in Euro, as determined in accordance with Exhibit E (Part 3(3.2)).

Buyer Designees means ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Buyer Designees has the meaning set forth in Section 2.9.

Buyer Designees has the meaning assigned in Section 1.1(a).