Common use of Purchaser Designees Clause in Contracts

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. No later than five (5) Business Days prior to the Closing Date, the Purchaser shall provide the Seller written notice setting forth those Subsidiaries of Purchaser, if any, that the Purchaser desires to have acquire rights or assets hereunder at Closing and become Purchaser Designees, which notice shall specify in reasonable detail those assets and rights to be acquired by each Purchaser Designee. Notwithstanding the foregoing, the Purchaser shall be entitled to designate no more than one (1) Purchaser Designee to purchase the U.S. Business and the U.S. Assets and assume the U.S. Assumed Obligations and one (1) Purchaser Designee to purchase the Dutch Business and the Dutch Assets and assume the Dutch Assumed Obligations. At or prior to Closing, the Purchaser shall cause each Purchaser Designee to execute and deliver to the Seller an agreement in form and substance reasonably acceptable to the Seller pursuant to which such Purchaser Designee (i) The Shareholders acknowledge thatbecomes a party to this Agreement, pursuant and (ii) assumes its Specified Obligations under this Agreement. Notwithstanding anything to the Shareholders Agreementcontrary contained herein, following the Company has the right to designate managers to the boards designation 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 any Purchaser Designees, the GAP Shareholders Purchaser shall nevertheless remain liable for all of its obligations under this Agreement until such time as the Purchaser completes the sale, whether by sale of stock, assets, merger or other form of transaction, of (A) all or substantially all of the U.S. Business, at which time the Purchaser shall be released from its obligations under this Agreement and the OH Shareholders Purchaser Indemnity Agreement (in each case solely to the extent relating to the U.S. Business, the U.S. Assumed Liabilities or any Related Agreement to the extent related to the U.S. -based portion of the business of the Purchaser and the Purchaser Designees) or (B) all or substantially all of the Dutch Business, at which time the Purchaser shall agree on such be released from its obligations under this Agreement and the Purchaser Designee(sIndemnity Agreement (in each case solely to the extent relating to the Dutch Business, the Dutch Assumed Liabilities or any Related Agreement to the extent related to the Dutch -based portion of the business of the Purchaser and the Purchaser Designees). (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) 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) The Shareholders acknowledge thatlisted on Schedule 2.4 (all of whom are deemed pre-approved by the Company), pursuant (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 Shareholders Company a joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement, the Company has the right to designate managers to the boards of Luxco1, Sicar2 and the Subsidiaries of Sicar2 ”) (each such managerPerson who has executed a Joinder Agreement, a “Purchaser Designee”). So long ; provided, that Purchaser Representative may not make such assignment to the extent that, as of immediately following the GAP Shareholders Closing, CCL 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) its Affiliates would not have the right ability to appoint half control (including pursuant to a voting agreement or otherwise by contract) the election of a majority of the Purchaser Designees at each applicable Subsidiary board 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 directors of the Company. In The applicable portion of the event that Purchase Price which a Purchaser Designee is obligated to pay pursuant to ARTICLE III, as set forth in the Company has the right applicable Joinder Agreement, is referred to appoint an odd number of Purchaser Designees, the GAP Shareholders and the OH Shareholders shall agree on such Purchaser Designee(s)herein as a “Designee Purchase Price Amount”. (iib) In addition to and without limitation of Section 2.4(a) and Section 2.4(c), Col-L Acquisition may in its sole discretion increase the amount of the Purchase Price by adding Purchaser Designees. The GAP Shareholders shall have the right to change any GAP addition of a Purchaser Designee shall increase the Purchase Price correspondingly or reduce the Pro Rata Share of any or all Purchasers and/or Purchaser Designees pursuant to Section 2.4(c); provided that notwithstanding the foregoing the total Purchase Price payable by Col-L Acquisition at the Closing shall not in any circumstance be reduced below Twenty Million Dollars ($20,000,000). Purchaser Representative shall notify the Company in writing simultaneously with the delivery of a Joinder Agreement for each Purchaser Designee as to whether such Purchaser Designee’s commitment increases the Purchase Price. (c) In addition to and without limitation of Section 2.4(a) and Section 2.4(b), the Purchaser Representative may in its sole discretion decrease the Pro Rata Share of any Purchaser or Purchaser Designee (and corresponding portion of the Purchase Price of any such Purchaser or Purchaser Designee) by adding a Purchaser Designee. Purchaser Representative’s reduction of a Purchaser or Purchaser Designee’s Pro Rata Share shall be set forth on a written notice delivered to the Company and such reduction shall be reflected on the amended Schedule B, attached hereto from time to time, in accordance herewith. Notwithstanding the foregoing, Purchaser Representative may not reduce the total Purchase Price payable by the Purchasers and all Purchaser Designees to an amount less than Fifty Million Dollars ($50,000,000). Each Purchaser and each Purchaser Designee acknowledges and agrees that the Purchaser Representative has the right, power and authority at any time from time to time to (i) reduce such Purchaser’s or Purchaser Designee’s Pro Rata Share and (ii) reduce the number of shares of LNET Common Stock which such Purchaser and Purchaser Designee is entitled to purchase and acquire hereunder at the Closing, in each case, without any further consent or approval (including, without limitation, any consent or approval of such Purchaser or Purchaser Designee), in accordance with the consent terms and provisions of this Agreement. (d) Subject to Section 2.4(a) and Section 2.4(b), the Purchasers and the Purchaser Designees shall be severally, and not jointly, obligated to pay their respective portions of the Board of Managers or the OH Shareholders Purchase Price. Promptly following execution and the OH Shareholders shall have the right to change any OH Purchaser Designee at any time without the consent delivery of the Board Joinder Agreement, the Purchaser Representative shall deliver to the Company a revised copy of Managers Schedule B, which shall include an updated list of the Pro Rata Shares of each Purchaser reflecting the adjustments described in Section 2.4(c), and such revised Schedule B shall amend and restate Schedule B attached hereto without any further action by the Company or the GAP Shareholdersany other Party.