Purchaser Designee. 3 ARTICLE 2.
Purchaser Designee. 5.1 The Parties agree that Purchaser may assign the right to acquire certain of the Sold Entities, the Sold JV Shares, the Sold Assets or the Assumed Contracts or to assume certain of the Assumed Liabilities or employment relationships with Business Employees to one or more Purchaser Designees. Notwithstanding any such assignment or assumption by a Purchaser Designee, Purchaser shall remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall not relieve Purchaser of, any liabilities and obligations of Purchaser and the Purchaser Designees under or in connection with this Agreement. Any reference to Purchaser in this Agreement shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in the context of this Agreement such use would not be appropriate. The fact that Purchaser Designees are expressly referenced or not referenced in certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions of this Agreement.
Purchaser Designee. The Parties agree that the Purchaser may assign the right to purchase certain Assets to one or more of its Affiliates (each, a “Purchaser Designee”). Notwithstanding any such assignment, the Purchaser shall remain liable for, and any assignment or execution of any Purchaser Ancillary Document shall not relieve the Purchaser of, its obligations hereunder or thereunder. Any reference to the Purchaser in this Agreement shall to the extent applicable also be deemed a reference to the applicable Purchaser Designee, except where in context of this Agreement such use would not be appropriate.
Purchaser Designee. Effective immediately after the Closing, and, in the case of any Purchaser Designee other than the Initial Purchaser Designee (as defined below), for so long as Purchaser (and its Affiliates) beneficially owns at least thirty three percent (33%) of the Shares issued to Purchaser at the closing, Purchaser shall have the right to designate, and the Company shall nominate and recommend in the Company’s proxy statement for each annual meeting of Shareholders (the “Annual Meeting”), one individual designated by the Purchaser and approved by the Company, such approval not to be unreasonably withheld (the “Purchaser Designee”), who shall serve on the Board until the Company’s next succeeding Annual Meeting. Immediately following the Closing, the Company shall appoint the Purchaser Designee to the Board with a term expiring at the Company’s next Annual Meeting. The initial Purchaser Designee shall be Xxxxx Xxxxx (the “Initial Purchaser Designee”). If there is a vacancy on the Board as a result of (1) the resignation, death or removal of the Purchaser Designee, or (2) the Purchaser Designee’s failure to obtain the requisite approval of the Company’s shareholders necessary for election at any annual or special meeting of the Company’s shareholders, and where no other individual is elected to fill such vacancy, Purchaser shall have the right to designate another Purchaser Designee to fill such vacancy, and the Company shall take all actions necessary to appoint such individual to the Board. The Company shall have taken all actions necessary at or prior to the Closing to ensure there is a vacancy on the Board as of the Closing to permit the appointment of the Purchaser Designee to the Board as of the Closing. The Company covenants and agrees to take no action that is inconsistent with the objective of having Purchaser Designee serve on the Board pursuant to this Section 4.6(a).
Purchaser Designee. Timothy S. Durham, one of the Xxxxxxxxxx, xxx xllocate the right and obligation to purchase up to 2,500 of the Units he is obligated to purchase at the Closing to one or more persons or entities who, prior to or at the Closing, must become a party or parties to and be bound by (a) this Agreement as a Purchaser or Purchasers, and (b) all agreements and instruments to be executed and delivered by the Purchasers as contemplated by this Agreement. This Agreement (including without limitation Schedule 4.9) and all other agreements and instruments to be executed and delivered by the Purchasers will be revised as necessary to accommodate the addition of such new Purchaser(s) and to add appropriate information as to any such additional Purchasers designated by Timothy S. Durham.
Purchaser Designee. The failure of at least one designee of the Purchaser to be serving as a director of the Company, which situation continues for a period of five days or more, provided that such failure is not the result of the Purchaser failing to designate a designee, and provided further that it shall be an Event of Default if, during any period in which no Designee of the Purchaser is serving as a director of the Company, a meeting of the Board shall be called or held or action shall have been taken by written consent of the directors; or
Purchaser Designee. The Company and the Purchasers agree that, as of the Effective Date, the Purchaser Designee (as defined in the Rights Agreement) is Xxxxxxxxx X. Xxxxxx.
Purchaser Designee. 45 n/a --------------- * Up for re-election at 2002 Annual Meeting of Shareholders on June 11, 2002. Xx. Xxxxxxxxx, 50, a co-founder of the Xxxx & Buster's concept in 1982, has served as Co-Chief Executive Officer and President since June 1995, and as a director of the Company since May 1995 and as Co-Chairman of the Board since February 1996. Xx. Xxxxxxxxx served as President and Chief Executive Officer of D&B Holding (a predecessor of the Company) from 1989 through June 1995. From 1982 to 1989, Messrs. Xxxxxxxxx and Xxxxxx operated the Company's business. Xx. Xxxxxx, 51, a co-founder of the Xxxx & Buster's concept in 1982, has served as Co-Chief Executive Officer and Chief Operating Officer since June 1995, and as a director of the Company since May 1995 and as Co-Chairman of the Board since February 1996. Xx. Xxxxxx served as Executive Vice President and Chief Operating Officer of D&B Holding from 1989 through June 1995. From 1982 to 1989, Messrs. Xxxxxx and Xxxxxxxxx operated the Company's business. Xx. Xxxxxxxxx, 00, is founder of Xxxxxx'x Restaurant Group, Inc. and has been its Chairman of the Board and Chief Executive Officer since its inception in 1988. Morton's owns and operates more than 65 restaurants, comprised of two distinct restaurant companies, Xxxxxx'x of Chicago Steak Houses and Xxxxxxxxx'x Restaurants. Xx. Xxxxxxxxx has been a director of the Company since 1996. Xx. Xxxxxx, 46, has been the Chairman and Chief Executive Officer of the Xxxxx'x Footwear Group, Inc., formerly Xxxxx and Xxxxxx Shoe Company, since October 1997. Xx. Xxxxxx has been a director of the Company since 1995. Xx. Xxxxxxx, 50, has been engaged in the practice of corporate and securities law since 1976 and has been a partner of the Xxxxxxx & Xxxxxx law firm since 1992. Xx. Xxxxxxx has been a director of the Company since 1998. Xx. Xxxxxxx, 63, has served as a consultant to the Company's business since 1989, and has been a director of the Company since 1995. He has also been a consultant to the restaurant industry since 1983. From 1972 to 1981, Xx. Xxxxxxx served as Executive Vice President and a director of TGI Friday's, Inc. Xx. Xxxx, 55, is founder and has been managing director of Alexander Capital Group, a private investment firm, since June 1998. He was a co-founder of The Levy Restaurants and served as its Vice Chairman from 1978 to 1998. The Levy Restaurants operates restaurants, food service and special concession operations throughout the United States. Xx. Xxx...
Purchaser Designee. The Purchaser may designate a purchaser designee, if any, on the applicable Milestone Schedule to be a Purchaser Designee under this Master Xxxx of Sale and to accept the Purchased Assets as the acquiring purchaser on behalf of the Agent pursuant to this Master Xxxx of Sale.
Purchaser Designee. At the first Board meeting occurring after the date on which Purchaser’s ownership percentage of Common Stock of the Company on an as-converted basis will (assuming appointment of the Purchaser Designee) equal or exceed the percentage calculated by dividing one (1) by the total number of then current directors on the Board plus the Purchaser Designee, the Board shall appoint the Purchaser Designee to serve as a director in the class of directors whose term expires at the annual meeting of stockholders of the Company in 2009 and until a successor is duly elected and qualified. The Purchaser shall have the right to nominate the Purchaser Designee, including any successor pursuant to Subsection 9(e) below, for election as a director of the Company, who shall be elected solely by the Purchaser as sole holder of the Preferred Stock, voting separately as a series. At least ninety (90) days prior to any meeting (or written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be elected, the Purchaser shall notify the Company in writing of the Purchaser Designee nominated by the Purchaser for election as a director. The Company shall disclose in its proxy the nominated Purchaser Designee. In the absence of any such notification, it shall be presumed that the Purchaser’s then incumbent Purchaser Designee has been renominated as its Purchaser Designee. The rights provided under this Section 9 are the exclusive rights of the Purchaser and are not transferable to, or exercisable by, other holders of the Preferred Stock, if any.
