Purchaser Designees Sample Clauses

Purchaser Designees. At any time prior to the Closing Date, Purchaser may designate one or more of its Affiliates not party to this Agreement to participate in the purchase of any portion or all of the Shares, provided, that any such designation would not delay the Closing and does not require the procurement of any additional consents and provided, further, that no such designation shall relieve Purchaser of its obligations under this Agreement, and all such designees shall 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. (i) The Shareholders acknowledge that, pursuant to the Shareholders Agreement, the Company has the right to designate managers to the boards of Luxco1, Sicar2 and the Subsidiaries of Sicar2 (each such manager, a “Purchaser Designee”). So long as the GAP Shareholders and the OH Shareholders continue to own the same number of Shares owned on the date hereof, the Shareholders agree that the GAP Shareholders (collectively) have the right to appoint half of the Purchaser Designees at each applicable Subsidiary of the Company (the “GAP Purchaser Designees”) and the OH Shareholders (collectively) have the right to appoint half of the Purchaser Designees at each applicable Subsidiary of the Company (the “OH Purchaser Designees”). If either the GAP Shareholders (collectively) or the OH Shareholders (collectively) sell more than 50% of the Shares owned by either the GAP Shareholders (collectively) or the OH Shareholders (collectively) on the date hereof they shall only be entitled to appoint one Purchaser Designee at each applicable Subsidiary of the Company. In the event that the Company has the right to appoint an odd number of Purchaser Designees, the GAP Shareholders and the OH Shareholders shall agree on such Purchaser Designee(s). (ii) The GAP Shareholders shall have the right to change any GAP Purchaser Designee at any time without the consent of the Board of Managers or the OH Shareholders and the OH Shareholders shall have the right to change any OH Purchaser Designee at any time without the consent of the Board of Managers or the GAP Shareholders.

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. (b) Each Purchaser Designee will have, by the date of the Closing, taken all necessary corporate or similar action to authorize (i) the purchase of the Shares or Owner Notes to be purchased by, and the assumption of the EME Guarantees to be assumed by, such Purchaser Designee and (b) the execution, delivery and performance of this Agreement and any Related Agreements to which such Purchaser Designee is a party. No other corporate or similar action or proceeding on the part of any Purchaser Designee will be necessary to authorize this Agreement or any Related Agreement or the Contemplated Transactions. (c) This Agreement and any Related Agreements to which a Purchaser Designee is a party will, as of the Closing, have been duly executed and delivered by each such Purchaser Designee, and this Agreement and each Related Agreement to which any Purchaser Designee is a party, when executed and delivered, will constitute a valid and binding obligation of such Purchaser Designee, enforceable against such Purchaser Designee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, preference, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

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: (a) On the later of the initial closing of the transactions contemplated by the Purchase Agreement or April 1, 2021 and until March 31, 2022, the Purchaser shall have the right to designate two Purchaser Designees; (b) As of March 31, 2022, and at any date thereafter, the Purchaser shall have the right to designate (i) two Purchaser Designees if the Purchaser beneficially owns (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) at least 15% of the total issued and outstanding common stock of the Company, (ii) one Purchaser Designee if the Purchaser beneficially owns less than 15%, but at least 5%, of the total issued and outstanding common stock of the Company, and (iii) no Purchaser Designees if the Purchaser beneficially owns less than 5% of the total issued and outstanding common stock of the Company.

Purchaser Designees. Three individuals designated by the Purchasers pursuant to Section 4.1 of the Shareholders Agreement to serve as members of the Board of Directors shall have been duly elected or appointed to the Board of Directors and shall not have been removed other than at the direction of the Purchasers. 44 50

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 and/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; provided that no such designation of a Purchaser Designee shall limit or waive any of Purchaser’s, or each of Parent’s or Acquisition Sub’s obligations hereunder and each of Parent and Acquisition Sub shall be jointly and severally liable for the performance of all the Purchaser’s obligations set forth in the Transaction Documents regardless of any designation of such Purchaser Designee. 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. 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 ▇▇▇▇ 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 ▇▇▇▇ 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.