Right of Designation. Subject to the satisfaction of the requirements of Section 6.24(c) hereof, the Company (i) designates, as of the February 2005 Amendment Effective Date, each of its Subsidiaries as either a Restricted Subsidiary or an Unrestricted Subsidiary as set forth in Exhibit B to the February 2005 Amendment and (ii) after the February 2005 Amendment Effective Date shall have the right to designate each Person which shall have become a Subsidiary after the February 2005 Amendment Effective Date as an Unrestricted Subsidiary or a Restricted Subsidiary by delivering to each holder of Notes a writing, signed by a Senior Officer, certifying that the Company shall have so designated such Person prior to or within thirty (30) days of the such Person becoming a Subsidiary. Any such Subsidiary so designated within such thirty (30) day period shall be deemed to have been an Unrestricted Subsidiary as of the date it shall have become a Subsidiary and any Subsidiary not so designated within such thirty (30) day period shall be deemed, on and after the date it shall have become a Subsidiary and without any further action by the Company or any holder of Notes, to have been designated by the Company as a Restricted Subsidiary. In no event will a Subsidiary be permitted to be designated as an Unrestricted Subsidiary if any Default or Event of Default exists immediately prior to or after giving effect to such designation.
Right of Designation. Subject to the satisfaction of the requirements of Section 6.17(c), the Company shall have the right to designate any newly acquired or formed Subsidiary as an Unrestricted Subsidiary by delivering to each holder of Notes a writing, signed by a Vice President or the President of the Company, so designating such Subsidiary within thirty (30) days of the acquisition or formation of such Subsidiary by the Company or any Restricted Subsidiary. Any such Subsidiary so designated within such thirty (30) day period shall be deemed to have been an Unrestricted Subsidiary as of the date of such acquisition or formation and any such Subsidiary not so designated within such thirty (30) day period shall be deemed to have been a Restricted Subsidiary as of the date of such acquisition or formation. For all purposes of this Agreement, each Subsidiary designated as an Unrestricted Subsidiary in Part 6.17(a) of Annex 3 shall, subject to Section 6.17(b), be an Unrestricted Subsidiary and all other Subsidiaries, if any, listed in Part 2.3 of Annex 3 shall be Restricted Subsidiaries.
Right of Designation. If, prior to his or her election to the Board of Directors pursuant to this Section 2, any Designee shall be unable or unwilling to serve, or is removed, as a Director of the Company, then the Holder(s) who designated such Designee shall be entitled to designate a replacement who shall then be a Designee (and who shall serve in the Director class (if any) in which such removed Director served) for purposes of this Section 2. If, following election to the Board of Directors pursuant to this Section 2, any Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, then the Holder(s) who designated such Designee shall within 30 days of such event notify the Board of Directors in writing of a replacement Designee, and the Founding Holders shall vote their shares of Voting Stock (including shares of Voting Stock acquired), at any annual or special meeting called for the purpose of filling positions on the Board of Directors or, to the extent permitted by the Charter Documents, in any written consent executed in lieu of such a meeting, and shall take all action necessary, to ensure the election to the Board of Directors of such replacement Designee to fill the unexpired term of the Designee whom such replacement Designee is replacing. If a Holder or Holders shall fail to so notify the Board of Directors, the Board of Directors, in its discretion, may nominate any other individual to fill the vacancy, and the Founding Holders shall vote their shares of Voting Stock (including shares of Voting Stock hereafter acquired) for such individual as provided in this Subsection 2.7.1.
Right of Designation. 8 2.7.2 Removal......................................... 8 2.8 Best Efforts........................................... 9 2.9
Right of Designation. Subject to the following sentence, each of the Subsidiaries designated as a Restricted Subsidiary on Annex 3 shall be a Restricted Subsidiary so long as it shall continue to satisfy the requirements of the definition of Restricted Subsidiary. Subject to the satisfaction of the requirements of Section 4.10(b), the Company shall have the right to designate as a Restricted Subsidiary any Subsidiary which, following such designation, would meet the definition of a "Restricted Subsidiary," and to designate any Restricted Subsidiary as an Unrestricted Subsidiary, by delivering to each holder of Notes a writing, signed by a Senior Officer, so designating such Subsidiary. Any Subsidiary not designated as a Restricted Subsidiary shall be deemed to be an Unrestricted Subsidiary.
Right of Designation. Each Subsidiary acquired after the Effective Date that, as of the date of such acquisition or at any future date, meets all of the requirements of a Restricted Subsidiary, as set forth in the definition thereof, shall be deemed, on and after such date and without any further action by the Company or any holder of Notes, to have been designated by the Company as a Restricted Subsidiary. Each Subsidiary designated as a Restricted Subsidiary in Schedule 3.1 to the Waiver and Second Amendment and each other Restricted Subsidiary shall, so long as it shall continue to satisfy the requirements of the definition of Restricted Subsidiary, be a Restricted Subsidiary on and after the Effective Date and all other Subsidiaries, if any, listed in such Schedule 3.1 shall, subject to Section 8.9(b) hereof, be Unrestricted Subsidiaries on and after the Effective Date.
Right of Designation. Subject to the satisfaction of the requirements of Section 9.7(c) hereof, the Company shall have the right to designate each of its Subsidiaries as an Unrestricted Subsidiary or a Restricted Subsidiary by delivering to each holder of Notes a writing, signed by a Responsible Officer, certifying that the board of directors of the Company shall have so designated such Subsidiary prior to or upon the acquisition or formation by the Company of such Subsidiary. Any such Subsidiary not so designated shall be deemed, on and after the date of acquisition or formation thereof and without any further action by the Company or any holder of Notes, to have been designated by the Company as a Restricted Subsidiary. Each Subsidiary designated as a Restricted Subsidiary in Schedule 5.4 shall be a Restricted Subsidiary on and after the date of Closing and all other Subsidiaries, if any, listed in such Schedule 5.4 shall, subject to Section 9.7(b) hereof, be Unrestricted Subsidiaries on and after the date of Closing.
Right of Designation. Subject to satisfaction of the requirements of clause(c), the Borrower shall have the right to designate each Subsidiary acquired after the Effective Date as a Restricted Subsidiary or an Unrestricted Subsidiary by delivering to the Administrative Agent a writing, signed by an Authorized Officer, so designating such Subsidiary within 30 days of the acquisition thereof by the Borrower or any Restricted Subsidiary. Any such Subsidiary not so designated within such 30-day period shall be deemed, on and after such date and without any further action by the Borrower or any Lenders (but subject to clause (b)), to have been designated by the Borrower as a Restricted Subsidiary. Each Subsidiary designated as a "Restricted Subsidiary" in Item 6.8 of the Disclosure Schedule shall be a Restricted Subsidiary for all purposes herein until such time as such Restricted Subsidiary is redesignated pursuant to clause (b) and each Subsidiary, if any, listed in Item 6.8 of the Disclosure Schedule as an "Unrestricted Subsidiary" shall be an Unrestricted Subsidiary for all purposes herein until such time as such Unrestricted Subsidiary is redesignated pursuant to clause (b).
Right of Designation. Subject to satisfaction of the requirements of Section 10.11(c), the Company shall have the right to designate each Subsidiary acquired after the date of the Closing as a Restricted Subsidiary or an Unrestricted Subsidiary by delivering to each holder of Notes a writing, signed by a Senior Financial Officer, so designating such Subsidiary within 30 days of the acquisition thereof by the Company or any Restricted Subsidiary. Any such Subsidiary not so designated within such 30-day period shall be deemed, on and after such date and without any further action by the Company or any holder of Notes (but subject to Section 10.11(b)), to have been designated by the Company as a Restricted Subsidiary. Each Subsidiary designated as a Restricted Subsidiary in Schedule 5.4 shall be a Restricted Subsidiary for all purposes herein until such time as such Restricted Subsidiary is redesignated pursuant to Section 10.11(b) and all other Subsidiaries, if any, listed in such Schedule shall, subject to Section 10.11(b), be Unrestricted Subsidiaries on and after the Closing.
Right of Designation. Each Subsidiary acquired after the Fifth -------------------- Amendment Date that, as of the date of such acquisition or at any future date, meets all of the requirements of a Restricted Subsidiary, as set forth in the definition thereof, shall be deemed, on and after such date and without any further action by the Borrower or any holder of Notes, to have been designated by the Borrower as a Restricted Subsidiary. Each Subsidiary designated as a Restricted Subsidiary in Schedule 2.1 of the Omnibus Agreement and each other Restricted Subsidiary shall, so long as it shall continue to satisfy the requirements of the definition of Restricted Subsidiary, be a Restricted Subsidiary on and after the Fifth Amendment Date and all other Subsidiaries, if any, listed in Schedule 2.1 of the Omnibus Agreement shall, subject to the immediately following subsection (b), be Unrestricted Subsidiaries on and after the Fifth Amendment Date.
