Seller Designees definition

Seller Designees has the meaning set forth in Section 4.8(a).

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Seller Designees means the Persons owning, directly or indirectly through ownership of equity interests in one or more other Person, equity interests in any of PXD, DEM, PM or PE.

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Examples of Seller Designees in a sentence

• The foregoing shall not be construed as a limitation on any actions taken or not taken by the Seller Designees as Directors.

• Buyer’s Board shall have approved the issuance of the Equity to the Seller Designees listed on Exhibit B.

• The Equity (as defined below) shall be issued to those Seller Designees and in the denominations listed on Exhibit B attached hereto.

• Each of the five Buyer Designees replacing the five Seller Designees pursuant to Section 2.1(f) of the Shareholders Agreement shall have been elected to the Board of Directors of the Company, the effect of which election shall be conditional upon the occurrence of the Second Stage Closing.

• As of the Execution Date, Parent is eligible to register the resale of the Parent Common Stock comprising the Stock Consideration by Sellers and/or Seller Designees under Form S-3 promulgated under the Securities Act.

• The 2013 Annual Meeting of Company Stockholders shall have been held and the Seller Designees shall have been elected to the Board of Directors at such meeting.

• The Apollo Sellers and the Oaktree Sellers shall cause their respective Seller Designees, as set forth on Schedule 2.1(c), (i) to agree to stand for election at the Stockholders Meeting, and (ii) on or prior to the Closing Date, to deliver to the Company, with a copy to the Buyer, his or her resignation as a director of the Company, subject to and effective upon the Closing.

• In this regard, the Seller represents that it and, to the Knowledge of the Seller, each of the Seller Designees are familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and under the Securities Act.

• All such Buyer Designees, Seller Designees, Inside Directors and Independent Directors, to the extent elected, shall be elected effective as of the Effective Time.

• At all times Seller Designees and Replacement Designees (i) while serving as a member of the Board, shall be entitled to coverage under any “directors’ and officers’” liability insurance maintained by the Company (or any Person on behalf of the Company) and (ii) shall be entitled to all other rights to indemnification, advancement of expenses and exculpation, in each case, as are then made available to any other present or former member of the Board (in such capacity).

More Definitions of Seller Designees

Seller Designees means the three (3) Persons nominated by Seller to serve on the Board of Directors of ListCo.

Seller Designees is defined in Section 5.9(a) hereof.

Seller Designees means that Person or Persons designated by the Sellers, if any, to exercise the rights and fulfill the obligations of the Sellers under the terms of the Call Agreement.

Seller Designees means such individuals designated by the Sellers that are entitled to receive a portion of the payments otherwise payable to such Sellers herein under pursuant to the terms of the Seller Payment Agreement.