Governance Agreements Sample Clauses

Governance Agreements. The Company and its Affiliates shall have delivered to Parent signed counterpart(s) of (i) the Stockholders Agreement (as defined in the Term Sheet, the “Stockholders Agreement”), (ii) the Management Fee Amendment (as defined in the Term Sheet, the “Management Fee Amendment”), (iii) the LCE Voting Agreement (as defined in the Term Sheet, the “LCE Voting Agreement”) and (iv) and all other Contracts contemplated to be delivered by the Company and its Affiliates pursuant to the Term Sheet.
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Governance Agreements. The parties hereto shall negotiate in good faith and execute and deliver to the other parties hereto and other members of TopCo at the Rollover Closing, an amended and restated limited liability company agreement of TopCo reflecting the applicable terms set forth on Exhibit B, and such other governing, organizational or other applicable agreements or documents of TopCo that reflect the applicable terms set forth on Exhibit B hereto (collectively, the “Governance Agreements”); provided that, notwithstanding the foregoing, in the event that the Governance Agreements are not executed at the Rollover Closing, (i) TopCo and the Stockholders shall (and TopCo shall cause its other members to) enter into, execute and deliver the Governance Agreements as soon as reasonably practicable thereafter and (ii) to the extent applicable, the terms set forth on Exhibit B shall be binding on the parties until such time that such agreements are executed and delivered.
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Governance Agreements. Parent shall have entered into (i) the Kinder Governance Agreement with Richxxx X. Xxxxxx xxx (ii) the Morgxx Governance Agreement with Morgxx Xxxociates, Inc. 6. Section 7.3(i) of the Merger Agreement is hereby amended and restated as follows:
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Governance Agreements. The Company, Project Viking, GFE each agree as follows: a. The Company acknowledges and agrees that following the issuance of the Purchased Units to Project Viking on the Effective Date, Project Viking owns ***24,080,949*** Class A Units of the Company and ***15,000,000*** Class B Units of the Company, for a total of ***39,080,949*** Units of the Company, which number of Units held by Project Viking constitutes a majority of the Units outstanding as of the Effective Date. b. As of the close of business on the Effective Date, under Section 5.3(a)(iv) of the Member Control Agreement of the Company as amended through August 30, 2011 (the “Member Control Agreement”), a copy of which was attached to the Disclosure Statement as Appendix B, Project Viking is entitled to appoint five (5) governors to the Board. c. One of the five (5) elected governors currently serving on the Board of Governors of the Company shall resign from the Board, effective as of the close of business on the Effective Date. The written resignation shall be made in writing and shall be delivered to the acting President of the Board on August 1, 2013, and said resignation shall not require acceptance of resignation to make it effective. The elected governor who resigns shall serve as an alternate to the remaining four (4) elected governors. d. Project Viking hereby provides written notice to the Board and the Company that Xxxxxx Xxxxxxx and Xxxxx Core are removed from the Board, effective as of close of business on the Effective Date. Project Viking hereby appoints the following five (5) governors to the Board pursuant to Section 5.3(a)(iv) of the Member Control Agreement, effective as of the close of business on the Effective Date: Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxxxxx Xxxxxxx. Project Viking hereby appoints Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxx to serve as alternates to the five (5) Project Viking appointed governors. e. Alternates will receive notice of all Board meetings and all information provided the Board. Alternates shall be entitled to attend all meeting of the Board. Alternates shall not be entitled to vote at Board meetings, provided that alternates may participate in Board meetings, and provided further that alternates shall serve as replacement governors and shall be entitled to vote at any Board meeting at which the appointed governor or elected governor for which the alternate is serving as alternate is absent. f. Project Viking shall cause each ...
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Governance Agreements. Neither the Company nor Iridium, nor to the best knowledge of the Company and Iridium, any other party to any of the Governance Agreements, is in breach of, or in default in the performance or observance of, any material obligation, term, covenant or condition contained in any of the Governance Agreements. Each of the Governance Agreements that the Company has delivered to the U.S. Underwriters is a true and correct copy, and there have been no additional amendments, alterations, modifications or waivers thereto or in the exhibits or schedules thereto. Each of the Company and Iridium has duly and validly authorized, executed and delivered each of the Governance Agreements and, to the best of the Company's and Iridium's knowledge, the other parties to each of the Governance Agreements have duly and validly authorized, executed and delivered each of the Governance Agreements and, assuming such authorization, execution and delivery by such other parties, each of the Governance Agreements is a legally valid and binding agreement of the Company and Iridium, enforceable against the Company and Iridium in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; provided that no representation or warranty is made with respect to any provision of such agreement purporting to require indemnification of, or contribution to, the liability losses, damages or claims of any person to the extent that such provision may be limited by applicable laws.
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Governance Agreements. Agreement and the Morgxx Xxxernance Agreement may be referred to collectively herein as the "Governance Agreements." The Company shall use its best efforts to cause Richxxx X. Xxxxxx xxx Morgxx Xxxociates, Inc. to enter into the Kinder Governance Agreement and the Morgxx Xxxernance Agreement, respectively. 4. Section 7.2(g) of the Merger Agreement is hereby amended and restated as follows:
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Governance Agreements. In connection with the transactions contemplated by this Agreement and the Merger Agreement, concurrently with the Rollover, the Rollover Investors shall enter into the governance agreements of Parent and its general partner, as applicable, each in the form substantially provided to the Rollover Investors.
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Governance Agreements. Neither the Company nor Iridium, nor to the best knowledge of the Company and Iridium, any other party to any of the Governance Agreements, is in breach of, or in default in the performance or observance of, any material obligation, term, covenant or condition contained in any of the Governance Agreements. Each of the Governance Agreements that the Company has delivered to the International Managers is a true and correct copy, and there have been no additional amendments, alterations, modifications or waivers thereto or in the exhibits or schedules thereto. Each of the Company and Iridium has duly and validly executed and delivered each of the Governance Agreements and, to the best of the Company's and Iridium's knowledge, the other parties to each of the Governance Agreements have duly and validly authorized, executed and delivered each of the Governance Agreements and, assuming such authorization, execution and delivery by such other parties, each of the Governance Agreements is a legally valid and binding agreement of the Company and Iridium, enforceable against the Company and Iridium in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; provided that no representation or warranty is made with respect to any provision of such agreement purporting to require indemnification of, or contribution to, the liability losses, damages or claims of any person to the extent that such provision may be limited by applicable laws.
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Governance Agreements. Governance Agreements in the form of agreement set out in Schedule 4.1(f) hereto, shall be entered into by Buyer (or a successor entity of Buyer) and each of CBC, Sirius, Sirius XM and CSRI.
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Related to Governance Agreements

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Voting Agreements Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

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