Purchaser Designees. Purchaser may designate any of its Affiliates and/or third party contractors to receive and/or otherwise interact with a Service Provider with respect to any one or more of the Services provided by such Service Provider (such designated Affiliates and third party contractors, the “Purchaser Designees”); provided, however, that the Purchaser agrees that all of the Services shall be for the sole use and benefit of the Purchaser.
Purchaser Designees. At any time prior to the Closing Date, Purchaser may designate one or more of its Affiliates to participate in the purchase of all or any portion of the Shares provided that (a) any such designation would not delay the Closing or require the procurement of any additional consents or approvals, (b) no such designation shall relieve Purchaser of any of its obligations under this Agreement, and (c) all such designees agree in writing to be bound by this Agreement as if they were parties hereto, and shall be jointly and severally liable with Purchaser for all of Purchaser's obligations hereunder.
Purchaser Designees. (a) As of the Closing, each Purchaser Designee will be an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Purchaser Designee will at the Closing have all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as now conducted and to perform the Contemplated Transactions on its part.
Purchaser Designees. Names of all Director nominees designated by the Purchaser pursuant to the last sentence of Section 4.1 above shall be furnished to the Company (a) in the case of election of Directors at an annual meeting or otherwise pursuant to a vote of the Company's stockholders, in time to be included in the proxy materials related to such election, and (b) at least ten (10) days prior to election or appointment of Directors by the Board.
Purchaser Designees. The Purchaser shall have the right to designate up to two individuals to serve on the Board (each a “Purchaser Designee” and collectively the “Purchaser Designees) at the following times and on the following conditions:
Purchaser Designees. Promptly after making a final determination regarding which, if any, Affiliates of UIH will be Purchaser Designees, UIH shall provide written notice thereof to Sellers. NINE: AGREEMENTS REGARDING CERTAIN OTHER MATTERS
Purchaser Designees. Subject to compliance with the Company’s governing documents and all applicable laws, rules, regulations and policies (including the rules of the Trading Market and, by way of clarification and not limitation Nasdaq Listing Rule 5640 and Nasdaq’s interpretive guidance with respect thereto), in each case as then in effect, from and after the Closing, Purchaser shall be entitled to designate two individuals for election or appointment to the Board; provided, however, that if and as the Purchaser’s voting power reduces subsequent to the Closing, whether as a result of sales or other dispositions of the Company’s securities by the Purchaser, additional issuances of securities by the Company or otherwise, the Purchaser’s designation rights as set forth in this Section 7.7(a) shall decrease to the right to designate one individual if and when the Purchaser’s voting power is less than 16.7% but 10% or more, and shall terminate if the Purchaser’s voting power is less than 10%, of the overall votes then entitled to be cast in an election of directors by the stockholders of the Company; provided further, however that in no event shall the Purchaser be entitled to designate for election or appointment to the Board a number of directors, rounded up to the next whole number, in excess of the product of (i) the total number of directors then on the Board, and (ii) the voting power then held by the Purchaser, expressed as a percentage of the overall votes then entitled to be cast in an election of directors by the stockholders of the Company; provided further, however, that any individual designated by the Purchaser shall (a) be capable of being elected or appointed to the Board without violation of, and not have failed to comply with, any applicable law, rule or regulation and the requirements of any federal, state, local or other court, self-regulatory body or other Governmental Entity, including the Commission, the Trading Market and any regulatory authority with jurisdiction over the Company or its activities, (b) not have engaged in acts or omissions constituting a breach of the such individual’s fiduciary duties to the Company and its stockholders, (c) not have engaged in acts or omissions that involve an intentional violation of law and that are felonies or violations of law involving moral turpitude, and (d) not have engaged in any transaction involving the Company during the term of such individual’s membership on the Board from which such individual derived an...
Purchaser Designees. The Parties expressly acknowledge and agree that the Subject Assets are to be conveyed in accordance with all applicable laws, rules, regulations, orders, decisions or any other legal requirements whatsoever (collectively, “Legal Requirements”) of the United States Federal Communications Commission (“FCC”) or any other Legal Authority in or of the various jurisdictions comprising the Territory having authority over any such Subject Assets or the conveyance thereof. Accordingly, the Parties agree that MTC shall be entitled to designate in writing, as the named Purchaser under the relevant Xxxx of Sale (as hereinafter defined) covering the particular Subject Assets to be conveyed thereto, one or more of its wholly-owned subsidiaries identified on Schedule 1.5 hereto (each, a “Designated Subsidiary”) that, as of the Closing Date, possesses all authorizations, approvals and qualifications by or of Legal Authorities in or for any relevant jurisdiction with the Territory as necessary to receive such conveyance in compliance with all Legal Requirements thereof. Simultaneously with its acceptance of and countersignature to any such Xxxx of Sale, each Purchaser Designee shall assume and accede to all rights, interests, obligations and liabilities applicable to, and shall for all purposes be included in all references in this Agreement to, Purchaser; provided, that no such assumption or accession by one or more Purchaser Designees shall in any way reduce, limit or impair the covenants, obligations and liabilities of MTC as the specified Purchaser hereunder at all times and for all purposes on and after the Effective Date, the timely and proper payment and performance of which covenants, obligations and liabilities shall at all such times and for all such purposes be and remain the full and absolute legal responsibility of MTC, as principal obligor with respect thereto.
Purchaser Designees. Purchaser may designate Persons that are direct or indirect wholly owned subsidiaries of Purchaser as of the Closing (the “Purchaser Designees”), (a) as purchasers of any of the Acquired Assets or (b) to assume any of the Assumed Liabilities, in each case in accordance with a written designation made by Purchaser to Seller in writing and in accordance with the terms of this Agreement. Whenever a Purchaser Designee is required to engage in an act or omission, Purchaser agrees to cause such Purchaser Designee to do so, and Purchaser also agrees to be responsible for the acts and omissions of each Purchaser Designee if in violation of the terms hereof.
Purchaser Designees. (a) Subject to the following proviso set forth in this Section 2.4(a), Purchaser Representative may assign the right to purchase Additional Shares and the corresponding obligation to pay Purchase Price for such Additional Shares pursuant to ARTICLE II and ARTICLE III, respectively, to one or more Persons (i) listed on Schedule 2.4 (all of whom are deemed pre-approved by the Company), (ii) who can make an adequate showing of their financial capability without jeopardizing the consummation of the Plan, or (iii) approved in writing after the date hereof by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), by causing such Person(s) to execute and deliver to the Company a joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”) (each such Person who has executed a Joinder Agreement, a “Purchaser Designee”); provided, that Purchaser Representative may not make such assignment to the extent that, as of immediately following the Closing, CCL and its Affiliates would not have the ability to control (including pursuant to a voting agreement or otherwise by contract) the election of a majority of the board of directors of the Company. The applicable portion of the Purchase Price which a Purchaser Designee is obligated to pay pursuant to ARTICLE III, as set forth in the applicable Joinder Agreement, is referred to herein as a “Designee Purchase Price Amount”.
