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.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Parent Designee has the meaning set forth in Section 2.5(b).

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.

Examples of Parent Designee in a sentence

• 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.

• For purposes of this Agreement, the ▇▇▇▇▇▇ 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.

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

• Additionally, the Parent Designee may grant a special bonus at any time.

• 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.

• The affirmative vote of the Parent Designee shall be required for any matters determined by the compensation committee.

• If any such amendment, supplement or waiver is to be entered into after the Closing, it shall have been approved in advance by a majority of the board of directors of Buyer, including at least one (1) Parent Designee (as defined in the Merger Agreement).

• 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.

• 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.

More Definitions of Parent Designee

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.

Parent Designee initially means ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and, if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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).

Parent Designee means the member of the Company Board that is designated by Parent or its Affiliate.