Examples of Buyer Nominee in a sentence
This Agreement constitutes the entire agreement between the parties in relation to the sale of the Aircraft by Sellers to Buyer and relevant Buyer Nominee and the purchase of the Aircraft by Buyer and the relevant Buyer Nominee from Sellers and supersedes all previous proposals, agreements and other written and oral communications in relation hereto.
For the longer of (x) a period of one (1) year beginning on the Closing Date and (y) the period that the Buyer and its Affiliates hold, in the aggregate, shares of capital stock equal to at least five percent (5%) of the outstanding Common Stock of the Company, the Buyer shall have the right to request that its representative, who shall be reasonably acceptable to the Company ("Buyer Nominee"), be appointed to the Company's Board of Directors.
In the event that such replacement Buyer Nominee is appointed as a director, such individual shall serve on the Board.
Any Buyer Nominee shall be a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation.
At the Closing and subject to the provisions of Section 2.6, the Seller Entities shall deliver (delivery to Buyer at the ABON Facility or to another Buyer Nominee as designated by Buyer shall be deemed delivery) or cause to be delivered to Buyer all of the Transferred Contracts and Assumed Orders to be transferred to Buyer under Sections 1.1(e) and 1.1(f), with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same.
The Company's Board of Directors shall refrain from filling one of its two currently existing vacancies until such time as a Buyer Nominee (as defined below), if any, has been appointed a Director by the Board of Directors.
If the Buyer or any Buyer Nominee makes a demand upon the Seller Guarantor, the Seller Guarantor shall be held and bound to the Buyer or any Buyer Nominee as a principal debtor in respect of the Seller Guarantor Obligations and the Seller Guarantor shall pay the Buyer or any Buyer Nominee each of the Seller Guarantor Obligations free and clear and without deduction or withholdings of any kind.
Following receipt of such notice, the members of the Board (or an appropriate committee thereof) shall review the qualifications and credentials of such replacement Buyer Nominee, in good faith in the exercise of their duties, and determine whether to recommend the appointment of the individual to the Board to fill the vacancy.
Pending receipt by Buyer, Buyer Nominee(s) or their designee(s) of the Required Licenses, certain of the Seller Entities will continue to manufacture Products for, and sell Products to, Buyer or Buyer Nominee or their respective designee(s) to permit Buyer or Buyer Nominee or such designee(s) to supply the Products to distributors and other third parties.
In the event such individual is not appointed to the Board, the Board shall promptly notify the Buyer and the Buyer shall be entitled to select another individual who shall then be subject to approval in accordance with the procedures set forth above, and so on as necessary until the vacancy shall be filled with a Buyer Nominee.