Appointment of Nominees Sample Clauses

Appointment of Nominees. Prior to the record date of the Parent Reverse Stock Split, each Investor Party that owns beneficially or of record shares of Parent Common Stock and/or Parent Warrants agrees to appoint, and to cause its affiliate that own shares of Parent Common Stock and/or Parent Warrants to appoint, a single nominee as the record holder of all shares of Parent Common Stock and all Parent Warrants held beneficially or of record by such Investor Party and its affiliates and to notify the Parent and the Company of the name and address of such nominee. The Parent and the Company shall be entitled to recognize for all purposes, including, without limitation, the Parent Reverse Stock Split and the Merger, each such nominee as the record holder of the shares of Parent Common Stock and Parent Warrants designated by the Investor Parties to be held of record by such nominees. For the avoidance of doubt, (i) Xxxxxxxxx & Company, Inc., Xxxxxxxxx Partners Opportunity Fund, L.L.C., Jefferies Partners Opportunity Fund II, L.L.C. and Jefferies Employees Opportunity Fund, L.L.C. (collectively, “JEFCO”) shall appoint a single nominee pursuant to this Section 1.9, (ii) Shared Opportunity Fund IIB, L.L.C., TCW Shared Opportunity Fund III, L.P., TCW Leveraged Income Trust IV, L.P., TCW High Yield Bond Fund, TCW High Yield Limited Partnership, TCW High Yield Trust, TCW Shared Opportunity Fund II, L.P., TCW Leveraged Income Trust L.P., TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust and TCW/Crescent Mezzanine Investment Partners, L.P. (collectively, “The TCW Funds”) shall appoint a single nominee pursuant to this Section 1.9; provided, however, that any shares of Parent Common Stock and Parent Warrants acquired after the date hereof by a third party from any of the entities named in this clause (ii) may be excluded from the shares held by the nominee appointed pursuant to this clause (ii) if each such third party acquirer complies with the provisions of Section 1.7 and agrees to appoint, and to cause its affiliates to appoint, a single nominee pursuant to this Section 1.9 for the shares of Parent Common Stock and Parent Warrants acquired by it and its affiliates, and (iii) ING Xxxxxx Xxxx Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd. (collectively “Jefferies Capital Partners”) shall appoint a single nominee pursuant to this Section 1.9.
Sample 1
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Appointment of Nominees. Within ten (10) days of the request by either Party to refer a dispute to arbitration, each Party shall consult with the other Party or shall notify the other Party of the name of the nominee. Where nominees have been appointed, they shall endeavor to agree upon a Chairperson for the Board.
Sample 1
Appointment of Nominees. When either party requests that a grievance be submitted to arbitration, they shall make such request in writing, addressed to the other party of this Agreement, and at the same time, appoint their respective nominee. Within seven (7) scheduled working days thereafter, the other party shall appoint their respective nominee, provided however, a sole arbitrator may be substituted for a board of arbitration on the mutual agreement of the parties, in writing.
Sample 1

Related to Appointment of Nominees

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

  • Appointment of Officers The Trust may have one or more Officers who are hereby empowered to take and are responsible for performing all ministerial duties on behalf of the Trust pursuant to this Agreement and the other Operative Agreements, including, without limitation, the execution of the Officers’ Certificate (as defined in the Indenture), the Trust Order (as defined in the Indenture), the Trust Request (as defined in the Indenture), the annual compliance report required under Section 3.09 of the Indenture, and any annual reports, documents and other reports which the Trust is required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each of the Chairman of the Board, the Chief Executive Officer, the President, each Senior Vice President and each Vice President of the Depositor is hereby appointed as an Officer of the Trust. The Depositor shall promptly deliver to the Owner Trustee and the Indenture Trustee a list of its officers who shall become the Officers of the Trust pursuant to this Section 11.01.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • APPOINTMENT OF ADVISOR The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • Appointment of Advisors (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

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