Purchaser Nominee Clause Samples

The Purchaser Nominee clause allows the purchaser to designate another party to take their place in completing the purchase under the contract. In practice, this means the purchaser can nominate a third party, such as a related company or individual, to receive title to the property or asset being acquired, provided certain conditions are met and proper notice is given to the seller. This clause facilitates flexibility in structuring transactions, enabling the purchaser to manage tax, legal, or business considerations without breaching the original agreement.
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Purchaser Nominee. 26.1 Nominee
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Purchaser Nominee. (a) The Parties acknowledge that the initial Purchaser Nominee shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and that the Purchaser Nominee will be appointed to the Board of Directors immediately following the Closing. (b) The Company shall, for so long as the Purchaser holds at least 1% of the Amended Note Securities held by the Purchaser upon consummation of the Note Assignment (on an as-converted to HEXO Shares basis), (i) recommend and reflect such recommendation in any management information circular relating to any meeting where directors of the Company are elected (or submit to shareholders by written consent, if applicable) that the Company Shareholders vote to elect the Purchaser Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of the Company, and (ii) solicit proxies in favour of and otherwise support his or her election, each in a manner no less favourable than the manner in which the Company supports its other nominees (the “Company Nominees”) for election to the Board of Directors. For any meeting of the Company Shareholders (or written consent in lieu of a meeting) for the election of members to the Board of Directors, the Company shall not nominate, in the aggregate, a number of nominees greater than eight (8), including, for greater certainty, the Purchaser Nominee. (c) In the event that the Purchaser Nominee is not duly elected to the Board of Directors or shall cease to serve as a director of the Company, whether due to such Purchaser Nominee’s death, disability, resignation or removal (including failure to be elected by the Company Shareholders or being required to resign in accordance with any applicable majority voting policy), the Company shall cause the Board of Directors to appoint a Purchaser Nominee designated by the Purchaser to fill the vacancy so created. (d) The Purchaser Nominee shall be compensated for the Purchaser Nominee’s service on the Board of Directors and any committee thereof consistent with the Company’s policies for director compensation, provided that any employee of or party to a consulting arrangement with the Company or any of its Affiliates who serves as the Purchaser Nominee shall not be entitled to any salary or compensation from the Company for the Purchaser Nominee’s services. The Purchaser Nominee shall be reimbursed for all reasonable expenses related to such service on the Board of Directors consistent with the Company’s policies for dire...
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Purchaser Nominee. 14.1 If the Purchaser timely notifies that one or more Purchaser Nominees are to become purchasers, each Purchaser Nominee shall owe and pay any purchase price (preliminary purchase price and balancing amount, if any) payable hereunder in respect of the Shares and Loans (if any) to be acquired by it. 14.2 Each Purchaser Nominee shall be deemed to have givenmutatis mutandis the representations and warranties in relation to itself as set out in Clause 7 on a several basis (but not jointly and severally with the Purchaser or any other Purchaser Nominee), provided, however, that the Purchaser shall remain jointly and severally liable for any of the obligations then applicable to each of the Purchaser Nominees.
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Purchaser Nominee. Buyer shall have the right, by notice in writing to the relevant Seller to be given not less than five (5) Business Days prior to the date on which title to any Aircraft and/or Engine is scheduled to be transferred to Buyer, to request that the relevant Seller transfer title to such Aircraft and/or Engine to a Purchaser Nominee. Following receipt of such request, subject to the other provisions of this Agreement and the other Sale Documents in respect of such Aircraft and/or Engine, and provided that the relevant Seller has completed any necessary "know your customer" checks in relation to any such Purchaser Nominee, the relevant Seller will comply with such request. Notwithstanding the foregoing Buyer shall remain fully and primarily liable for the performance of all of its obligations under this Agreement and the other Sale Documents to which it is a party. ARTICLE XIII CONFIDENTIALITY Section 13.1.
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Purchaser Nominee. The parties acknowledge and agree that MGI may on notice to ▇▇▇▇▇ prior to Closing appoint a wholly-owned U.S. subsidiary (a "NOMINEE") to purchase all or any part of the Purchased Assets and otherwise carry out the obligations of MGI hereunder. If any Nominee is so appointed, the obligations of MGI hereunder shall hereafter become the joint and several obligations of MGI and such Nominee.
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Purchaser Nominee. The Purchaser shall have the right, by notice in writing to be given not less than fifteen (15) Business Days prior to the Delivery Date, to request Seller to transfer title to the Aircraft to a Purchaser Nominee and following receipt of such request, Seller shall, subject to the other provisions of this Agreement and the other Transaction Documents in respect of such Aircraft, do so provided that, notwithstanding any such request: (i) Purchaser shall remain fully and primarily liable for the performance of all of its obligations under this Agreement and the other Transaction Documents, and (ii) none of the liabilities or obligations of Seller under this Agreement or any of the other Transaction Documents shall be increased as a result thereof and none of Seller's rights or benefits under this Agreement or any of the other Transaction Documents shall be reduced, diminished or extinguished as a result thereof; provided that Seller agrees to use reasonable efforts to expedite its know-your-customer review of a Purchaser Nominee to the extent that such Purchaser Nominee is a bank, trust company or financial institution of recognized standing.
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Purchaser Nominee. 7.01(a) Returns............................................. 3.15
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Purchaser Nominee that each of the warranties set out in Clause 6.2(a) to (t) in respect of itself are also given by the Purchaser in respect of the Purchaser Nominee (as though references to the Purchaser were replaced with references to the Purchaser Nominee and that references to this Agreement with replaced with references to this Agreement and any other document entered into in connection with this Agreement by the Purchaser Nominee).
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Purchaser Nominee. In respect of any Asset the Purchaser may nominate a person to purchase such Asset pursuant to an Asset Transfer Document (a “Purchaser Nominee”). Such Purchaser Nominee must be a person which: (a) is a Group Undertaking or an Asset Trust in respect of any Asset other than a Nominated Asset (in respect of a Nominated Asset the Purchaser Nominee may be any person that complies with the requirements in (b), (c) and (d) of this Clause); (b) does not materially increase the Taxes payable by the Vendor compared to a scenario in which the Purchaser Nominee had not been nominated; (c) complies with the relevant Vendor’s and the relevant Lessee’s know your customer checks and due diligence; and (d) is capable of entering into the documents to which it is or will be a party as required by the transactions contemplated by this Agreement, the Asset Transfer Document and the Steps Plan and giving the representations required hereunder and thereunder. Promptly upon nomination of any Purchaser Nominee the Purchaser shall deliver to the Vendor and the relevant Lessee a notice confirming the identity of such Purchaser Nominee. In this Agreement, where the context so requires, following the introduction of a Purchaser Nominee satisfying the requirements of (a) and (b) above, a reference to the Purchaser relating to the relevant Nominated Assets shall be deemed to include a reference to such Purchaser Nominee provided that the introduction of a Purchaser Nominee shall not derogate from or absolve the Purchaser from any of its obligations under this Agreement for which the Purchaser shall at all times remain primarily liable.
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Related to Purchaser Nominee

  • 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.

  • Holder Not Deemed a Stockholder Except as otherwise specifically provided herein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a stockholder of the Company, including, without limitation, any right to vote, give or withhold consent to any corporate action (whether a reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive subscription rights.

  • 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. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

  • 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.

  • 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.