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. 3 ARTICLE 2.
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. (a) Following the Closing Date (as defined in the Purchase Agreement) and for so long as Purchasers and their Affiliates collectively hold at least 9.99% of the outstanding Common Stock (including securities convertible into Common Stock), Purchasers may recommend a candidate who is not an Affiliate of either Purchaser or the Company to be appointed as a member of the Board. Unless the Board reasonably objects to such candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such candidate by Purchasers), the Board shall appoint such individual candidate as a member of the Board within twenty (20) Business Days after the recommendation of such candidate by Purchasers (thereafter such candidate shall be deemed the initial Purchaser Designee hereunder). From and after the Closing Date and for so long as Purchasers and their Affiliates collectively hold at least 9.99% of the outstanding Common Stock (including securities convertible into Common Stock), the Board (or an authorized committee thereof) will nominate such candidate for election to the Board or such other individual who is not an Affiliate of either Purchasers or the Company recommended by Purchasers, unless the Board reasonably objects to such other candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such candidate by Purchasers) (such person thereafter being the Purchaser Designee) at each annual meeting of the stockholders of the Company, such that the Purchaser Designee shall be up for election in accordance with the Company’s Certificate of Incorporation or Bylaws. If the shareholders of the Company do not elect such Purchaser Designee to the Board at any such annual meeting, Purchasers may recommend a replacement candidate who is not an Affiliate of either Purchaser or the Company to be appointed as a member of the Board. Unless the Board reasonably objects to such replacement candidate (in which case the Board shall so notify Purchasers in writing within twenty (20) Business Days after the recommendation of such replacement candidate by Purchasers), the Board shall appoint such replacement candidate as a member of the Board within twenty (20) Business Days after the recommendation of such replacement candidate by Purchasers (thereafter such replacement candidate shall be deemed the Purchaser Designee hereunder). For the avoidance of dou...
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 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. 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. The Lender's Agent shall be the Purchaser Designee, as defined in the Purchase Agreement and as may be replaced from time to time in accordance therewith. Any notice to or by the Lenders or any actions, waiver or enforcement rights that may be taken or asserted by Lender may only be taken by the then acting Purchaser Designee on such Lender's behalf. In the event that no Purchaser Designee is appointex, xxxn all actions or consents that may be taken by the Lender's Agent may be taken upon consent of holders of a majority of the outstanding principal amount of Notes.
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.
Purchaser Designee. The failure of at least one designee of the Pequot Entities 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 Pequot Entities 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 Pequot Entities 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
