The Designee Sample Clauses

The Designee. The Trust acknowledges that each of Murrx Xxxxx xxx Klaux Xxxxxxxxxxx xx reasonably acceptable to the Board. LFSRI acknowledges that the Board shall be acting reasonably if (i) it refuses to nominate a person for election to the Board pursuant to paragraph 1 above if the Trust would be required to make any of the disclosures required by Item 401(f) of Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC") with respect to such person in filings with the SEC or (ii) if the Designee shall also be serving as a director or trustee or an executive of a competitor of the Trust and the Board believes that such person's membership on the Board would pose a threat to the Trust's interest; 2 provided, however, that in the event that any LFSRI designee to the Board is deemed unacceptable pursuant to the provisions of this paragraph 2, LFSRI shall have the right to propose a replacement for such designee.
Sample 1
AutoNDA by SimpleDocs
The Designee. The Purchaser may designate a third Person (the “Designee”) to purchase the Shares from the Sellers, provided that such designation is made in accordance with the following provisions:
Sample 1

Related to The Designee

  • Owner’s Designated Representative Prior to the start of construction, Owner will identify the Owner’s Designated Representative (ODR), who has the express authority to act and bind the Owner to the extent and for the purposes described in the Contract, including responsibilities for general administration of the Contract.

  • The Fund SERV Eligible Unit Servicing Agent shall be indemnified ratably by the affected Trust and held harmless against any loss or liability accruing to it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the operations of the Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises, including without limitation any loss, liability or expense incurred in acting pursuant to written directions to the Fund/SERV Eligible Unit Servicing Agent given by the Trustee or Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Fund/SERV Eligible Unit Servicing Agent deems necessary in its discretion to protect the Trust and the rights and interests of the Fund/SERV Eligible Unit holders pursuant to the terms of this Indenture.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Stockholders’ Agent (a) At the Closing, CombineNet Holdings, LLC shall be constituted and appointed as the Stockholders’ Agent. CombineNet Holdings, LLC hereby accepts its appointment as the Stockholders’ Agent. The Stockholders’ Agent shall have the following authority and responsibilities: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Acquiror Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Company Securityholders individually); (ii) execute the Escrow Agreement on behalf of the Effective Time Holders; (iii) authorize deliveries to Acquiror of cash and shares of Acquiror Stock from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Acquiror Indemnified Person, including by not objecting to such claims), receive distributions from the Escrow Fund on behalf of Effective Time Holders and pay any Transaction Expenses that may be due as a result of its receipt of such escrow proceeds; (iv) object to such claims pursuant to the Escrow Agreement; (v) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (vi) consent or agree to any amendment to this Agreement, (vii) take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing; and (viii) determine whether or not to purchase indemnification insurance on behalf of, and for the benefit of, the Effective Time Holders, including the amount of any such insurance, and payment of any costs, expenses or premiums related to obtaining such insurance out of the Representation Escrow Fund, in each case without having to seek or obtain the consent of any Person under any circumstance. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Effective Time Holders as a matter of contract law. The Person serving as the Stockholders’ Agent may be replaced from time to time by the holders of a majority in interest of the Escrow Fund upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Stockholders’ Agent, and the Stockholders’ Agent shall receive no compensation for his services. No provision of this Agreement or the Escrow Agreement shall require the Stockholders’ Agent to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any its powers, rights, duties or privileges under this Agreement or the Escrow Agreement.

  • Shareholders' Agent (a) The Shareholders will be represented under the Merger Agreements by the Shareholders' Agent. By voting for the Merger and/or accepting any of the Merger Consideration, each of the Shareholders, and by execution and delivery of this Agreement, CMB, irrevocably constitutes and appoints the Shareholder's Agent as the true and lawful agent and attorney-in-fact of the Shareholders to act on their behalf as provided in this Agreement, including, without limitation, to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of the Shareholders under, any of the Merger Agreements. The Shareholders' Agent is so designated as the sole and exclusive agent of the Shareholders for all purposes related to any of the Merger Agreements or any of the Transactions, including, without limitation, (i) service of process upon any of the Shareholders, (ii) receipt of all notices on behalf of any of the Shareholders and (iii) representation of any of the Shareholders with respect to the Merger or any litigation, arbitration or other transaction contemplated by any of the Merger Agreements, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which any Shareholder may be obligated to indemnify any Indemnitee pursuant to Section 6 of this Agreement or which may be brought against any Shareholder to enforce such indemnity, and the Shareholders may act, and by voting for the Merger and/or accepting any of the Merger Consideration, each of the Shareholders agrees that it will act, only through the Shareholder's Agent.

Time is Money Join Law Insider Premium to draft better contracts faster.