Seller Nominee definition

Seller Nominee has the meaning set forth in Section 4.01(a).
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Seller Nominee means (i) AFS Investments IX LLC, (ii) a direct or indirect wholly-owned subsidiary of Seller or (iii) any other Person that is an affiliate of Seller, provided that in the case of (i), (ii) or (iii), such Person shall comply with and meet the requirements of Purchaser’s due diligence and shall otherwise be acceptable to and approved by Purchaser at its discretion.
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Seller Nominee has the meaning set forth in Section 3.01(a).
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Examples of Seller Nominee in a sentence

  • However, in each instance where the Board of Directors determines as set forth above that the appointment of a Seller Nominee is not in the best interest of the stockholders of Purchaser, Seller Representative with the approval of the Required Sellers, shall nominate a replacement Seller Nominee (each a “Seller Replacement Nominee”) for consideration by the Board of Directors of Purchaser.

  • The Equity Sellers and the Mexican Equity Seller Nominee Partner shall transfer and deliver to Buyer and the Buyer Designee, as applicable, at the Closing, valid title to such Shares free and clear of any Lien (other than Permitted Liens).

  • Upon the terms and subject to the conditions of this Agreement, Seller agrees to cause the Equity Sellers and the Mexican Equity Seller Nominee Partner, as applicable, to sell to Buyer, and Buyer agrees to, or to cause any Buyer Designee to, purchase from the Equity Sellers and the Mexican Equity Seller Nominee Partner, as applicable, all of the Shares (other than Shares of a Purchased Subsidiary owned by another Purchased Subsidiary).

  • Parent shall exercise all authority under applicable Law to cause the Seller Nominees to be elected to the Parent Board at any Director Election, including, without limitation, using its reasonable efforts to solicit from the shareholders of Parent eligible to vote in the election of directors of Parent proxies in favor of the Seller Nominee.

  • Each Seller Nominee shall be entitled to receive the same annual cash and equity consideration as is paid to the other directors of the Parent Board during any year during which such Seller Nominee serves on the Parent Board.

  • At the time the Seller was offered the Consideration Shares and the Option Consideration Shares (as applicable), it was and the Seller Nominee was, and at the date hereof it is and the Seller Nominee is, an “accredited investor” as defined in Rule 501(a) under the 1933 Act.

  • Purchaser Parent shall, as promptly as practicable, take all steps, execute all such documents and do all such acts and things necessary to have the Seller Nominee serve as a member of the Board of Directors of Purchaser Parent, provided such person is eligible to serve on the Board of Directors of Purchaser Parent.

  • The Seller Nominee is able to bear the economic risk of an investment in the Consideration Shares and the Option Consideration Shares (as applicable) and, at the present time, is able to afford a complete loss of such investment.

  • The Seller and the Seller Nominee have had an opportunity to ask questions and receive answers from the Buyer Group regarding the terms and conditions of the offering of the Consideration Shares and, where applicable, the Option Consideration Shares and the business, properties, prospects and financial condition of the Buyer Group.

  • The Board of Directors of Buyer shall, subject to the fiduciary duties of the Board of Directors of Buyer under applicable law as advised by outside counsel, (i) recommend approval of the Charter Proposal, the Buyer Voting Proposal and the election of the Seller Nominee and include in the Joint Proxy Statement such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval.


More Definitions of Seller Nominee

Seller Nominee has the meaning set forth in Section 5.01.
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Seller Nominee means Xxxx X. Xxxxx.
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Seller Nominee has the meaning set forth in Section 8.10.1.
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Seller Nominee has the meaning specified in SECTION 13.3(B).
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Related to Seller Nominee

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • 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).

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Nominated Athlete means an Athlete who has been nominated to the NZOC by Swimming New Zealand.

  • Company Director means a member of the Board.

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Over-Riding Nomination Criteria means the criteria set out in clause 4.2.

  • crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;

  • Nomination means a request by a Shipper to Carrier to transport a stated quantity of Crude Petroleum on the Pipeline for the account of such Shipper in any month.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Nominated Representative means, in respect of each party, the person whose details are set out in the Special Conditions (if any).

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Board Designee means an employee of the Board who has been given authority by the Board to carry out a function for the Board (e.g., the Clerk, Assistant Clerk of the Board, or hearing officer).

  • Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.