Parent Designee definition

Parent Designee shall have the meaning ascribed to it in Section 2.5(c) hereof. "Parent Plan" shall have the meaning ascribed to it in Section 4.5 hereof.
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Parent Designee means the member of the Company Board that is designated by Parent or its Affiliate.
Sample 1
Parent Designee initially means Xxxxxxx Xxxxxxxxx, and, if Xxxxxxx Xxxxxxxxx is no longer serving as the President of the Retained Businesses for one of the reasons described in Section 5.04(e)(iv) or (v), then a successor individual designated by Parent in accordance with Section 5.04(e)(iv).
Sample 1

Examples of Parent Designee in a sentence

  • For purposes of this Agreement, the Xxxxxx Parent Designee Calculation Date shall mean the close of business on the date that is 60 days prior to the first anniversary of the Company’s annual meeting of stockholders for the immediately preceding year.

  • If any Company Designee or Parent Designee is over the age of 68 at the Effective Time, Parent shall waive any age limitation applicable to members of the Board of Directors, with respect to such Company Designee or Parent Designee, as applicable.

  • The chairman of the Special Committee shall be a Parent Designee.

  • Xxxx (who shall be offered a position as a Class II director) and the remaining four of whom shall have served on the Board of Directors of Parent immediately prior to the Effective Time (each a "Parent Designee").

  • Concurrently with the execution of this Agreement, Parent is delivering to the Company (i) resolutions of the Board of Directors of Parent appointing the Company Designees to the Parent Board, effective upon and subject to the Closing, and (ii) resignations signed by each of the current members of the Parent Board other than the Parent Designee, effective upon and subject to the Closing, in each case in a form reasonably satisfactory to the Company.

  • Notwithstanding the foregoing, during the Transition Period, in the event of any vacancy created by death, disability, resignation, removal or retirement of any Parent Designee or Company Designee, the then remaining Parent Designees or Company Designees, as the case may be, shall identify potential successors to serve the remaining term of such departed Parent Designee or Company Designee and shall provide the names and other relevant information to the Board of Directors for its consideration and action.

  • The Company shall have received the Parent Lock-Up Agreements duly executed by each of the Parent Lock-Up Signatories and the Parent Designee, each of which shall be in full force and effect.

  • All requests for information made pursuant to this Section shall be directed to the Company Designee or the Parent Designee, as appropriate.

  • Parent will determine, in consultation with and with the consent of the Parent Designee, the fair market value of the CVRs in connection with the issuance and Parent will utilize such fair market value for purposes of all tax reporting (including on Forms 1099- DIV) with respect to the CVR.

  • In the event that, prior to the Closing, any of the Parent Designees or Company Designees notifies either Party that he or she is unable or unwilling to serve at the First Merger Effective Time, Parent (in the case of Parent Designees) or the Company (in the case of Company Designees), shall promptly designate a replacement Parent Designee or Company Designee, as applicable, in accordance with the foregoing and provide any relevant information about such nominee as the other Party may reasonably request.


More Definitions of Parent Designee

Parent Designee means the person(s) so designated on Schedule C hereto or any other person designated in a writing signed by Parent and delivered to Escrow Agent and the Representative Designee in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement.
Sample 1
Parent Designee means an employee of Parent who is not an employee of PopCap Studio and who is designated by the Board of Directors of Parent or, in the absence of a designation by the Board of Directors of Parent, the Chief Executive Officer of Parent to negotiate matters concerning EBIT and its calculation with the Earnout Representative. The initial Parent Designee shall be the Chief Financial Officer of Parent’s EA Interactive division.
Sample 1

Related to Parent Designee

  • Purchaser Designee means each individual then serving on the Board of Directors pursuant to the exercise of the Purchaser’s rights pursuant to Section 4.07(a) and/or Section 4.07(e), together with any designee(s) of the Purchaser who is then standing for election to the Board of Directors pursuant to Sections 4.07(a) and (b) or who is being proposed for election by the Purchaser pursuant to Section 4.07(e).

  • Investor Designee shall have the meaning set forth in Section 5(a).

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Permitted Designee means (i) a spouse or a child of a Permitted Holder, (ii) trusts for the benefit of a Permitted Holder or a spouse or child of a Permitted Holder, (iii) in the event of the death or incompetence of a Permitted Holder, his estate, heirs, executor, administrator, committee or other personal representative or (iv) any Person so long as a Permitted Holder owns at least 50% of the voting power of all classes of the voting stock of such Person.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Company Shareholder means a holder of one or more Company Shares;

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Targeted Holder means each holder of (i) a right to receive interest or principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate; provided, however, that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Trading Partner means any external computer interoperating with a Licensed Component through one or more protocols, one or more networks, or one or more adapters;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Substantial Stockholder means any Participant who at the time of grant owns directly or is deemed to own by reason of the attribution rules set forth in Section 424(d) of the Code, Shares possessing more than 10% of the total combined voting power of all classes of stock of HSI.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Constellation has the meaning assigned to that term in the Recitals.