Seller Designees definition
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.
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.
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.
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.
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.
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).
If in the fundraising contemplated in Section 3(e) of this Agreement (the “Offering”) Marizyme raises more than $20 million, Marizyme will issue to the Seller Designees, pro rata, a number of additional restricted Common Shares such that the percentage of the total number of outstanding Common Shares of Marizyme represented by the Purchase Shares prior to the Offering equals that percentage following the termination of the Offering.
Except as otherwise set forth in Section 11.10, this Agreement is not intended to confer upon any Person other than the Parties hereto and the Seller Designee(s) any rights or remedies.