Seller Nominee definition
Examples of Seller Nominee in a sentence
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).
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).
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.
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.
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.
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.
Purchaser Parent shall pay the reasonable, documented out-of-pocket expenses incurred by the Seller Nominee or Board Observer in connection with his or her services provided to or on behalf of Purchaser Parent, including attending meetings (including committee meetings) or events attended on behalf of Purchaser Parent at Purchaser Parent’ request.
If the Governance Committee or the Purchaser Parent Board determines in good faith, that Seller Nominee does not meet the requirements specified herein, Purchaser Parent shall promptly notify Seller of the occurrence of such event and permit the Seller to provide an alternate Seller Nominee sufficiently in advance of the applicable election of directors of Purchaser Parent.
The Seller shall provide in a timely manner all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to any Seller Nominee.
Buyer shall use reasonable efforts to cause its Board of Directors to nominate the Seller Nominee to stand for election to the Board of Directors of Buyer at the Buyer Meeting and at each meeting of the stockholders of Buyer held thereafter at which directors are to be elected until the fifth anniversary of the Closing Date.