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. Parent shall have entered into (i) the Kinder Governance Agreement with Richxxx X. Xxxxxx xxx (ii) the Morgxx Governance Agreement with Morgxx Xxxociates, Inc.
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Governance Agreements. The Company, Project Viking, GFE each agree as follows:
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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.
Sample 1
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.
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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.
Sample 1
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 executed and delivered each of the Governance Agreements and, assuming due and valid 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.
Sample 1
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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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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.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Modification Agreements The Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Servicing Agreement and other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Company shall promptly execute any such documents on request of the Servicer) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. A partial release pursuant to this Section 3.05 shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer or the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as additional servicing compensation.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • 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.

  • Voting Agreements (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at four (4) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 12.1, and (iii) against any nominees not designated pursuant to Section 12.1.

  • Consulting Agreements The Corporation has entered into consulting agreements with the following parties: Party Effective Date

  • 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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