Summary of Principal Terms. Subject to the terms and conditions of the License and Collaboration Agreement, Zealand Pharma has an option to Co-Promote Products in the Shared Co-Promotion Territory and the Exclusive Co-Promotion Territory. This schedule outlines the framework for this part of the collaboration, which the Parties agree to memorialize in a definitive agreement or agreements (each a “Co-Promotion Agreement”) should Zealand Pharma exercise any of its options with respect to Co-Promotion.
Summary of Principal Terms. Borrower California Resources Corporation, a Delaware corporation, as borrower and a reorganized debtor (the “Borrower”). Guarantors Each direct or indirect material wholly owned subsidiary of the Borrower, subject to certain exceptions to be agreed (the “Guarantors” and, together with the Borrower, the “Loan Parties”), it being understood and agreed that (i) each subsidiary of the Borrower that is an obligor under the DIP Term Facility or the First Lien Exit Facility (as defined herein) shall be a Guarantor and (ii) the Elk Hills Entities (as defined herein) shall not be Guarantors.
Summary of Principal Terms. The following is the summary of principal terms in respect of this Lease:
Summary of Principal Terms. The principal terms and conditions of the sale of the Land comprise the following:
Summary of Principal Terms. Appointment of Xxxxx Xxxxxxx (“RS”) • The Company agrees to appoint RS with effect from 3 January 2024 to serve as a non-executive director on the board of directors of the Company (the “Board”) and to appoint him as a member of the People and Governance Committee and a member of the Capital Allocation Committee. • RS will be entitled to be appointed to other committees of the Board on the same basis as other non-executive directors, except that he will not be entitled to be appointed as a member of the Audit Committee or the Remuneration Committee (as he will be regarded as non-independent for the purposes of the UK Corporate Governance Code). • The intention of the Company is for RS to be appointed for a 3-year term. RS will be subject to annual re-election in accordance with the Company’s Articles of Association and/or applicable corporate governance policies. The Board will recommend RS for election at the 2024 annual general meeting. • Entain and XX will work together to identify an additional non-executive director mutually agreeable to Eminence and the Company. Termination of the appointment of RS • The Company may terminate the Relationship Agreement, which will lead to the resignation of RS, with immediate effect in the following circumstances: o if the required regulatory/licensing approvals for RS to be a director on the Board are not obtained within 6 months of his appointment to the Board; o if Eminence ceases to hold any shares in the share capital of the Company; o if RS or Eminence breaches the terms of the Relationship Agreement in any material respect; o if Eminence accepts a takeover offer which was not recommended by the Board or otherwise votes against any recommendation of the Board in relation to extraordinary transactions; o if Eminence and/or its affiliates acquire a shareholding of 8% or more in a competing business and an Eminence representative becomes a director, officer or employee of that competing business; or o if RS is not elected or re-elected to the Board by shareholders at the Company’s annual general meetings. Public statements • RS, Eminence and the Company agree to certain mutual non-disparagement provisions in relation to public statements about the other parties or their respective affiliates, or current or former directors, officers or employees. Standstill and corporate actions • Eminence undertakes not to acquire any interests in the Company’s shares which would result in Eminence (together with any member of it...
Summary of Principal Terms. Appointment of a non-executive director • Xxxxx is entitled to nominate one non-executive director (the “Oasis Nominee”) to the Board of Premier (the “Board”). Xxxxx is required to consult with the Chairman of Premier as to the identity of the Oasis Nominee prior to nominating any such person. • The Oasis Nominee will resign as a director of the Board and the Relationship Agreement will terminate: (i) if Oasis breaches the Relationship Agreement in any material respect; (ii) if Oasis ceases to hold at least 10% of the ordinary share capital of Premier at any time (excluding any non- preemptive issues of new ordinary shares by Premier); or (iii) if Oasis elects to terminate the Relationship Agreement, subject to giving 5 business days’ notice. • The Oasis Nominee will be subject to annual re-election by Premier’s shareholders.
Summary of Principal Terms. Appointment of a non-executive director • Xxxxx is entitled to nominate one non-executive director (the “Oasis Nominee”) to the Board of Premier (the “Board”). Xxxxx is required to consult with the Chairman of Premier as to the identity of the Oasis Nominee prior to nominating any such person. • The Oasis Nominee will resign as a director of the Board and the Relationship Agreement will terminate: (i) if Oasis breaches the Relationship Agreement in any material respect; or (ii) if the Company or Oasis elects to terminate the Relationship Agreement, subject to giving 5 business days’ notice. • The Oasis Nominee will be subject to annual re-election by Premier’s shareholders.
Summary of Principal Terms. Appointment of a non-executive director ● Xxxxx is entitled to nominate one non-executive director (the “Oasis Nominee”) to the Board of Premier (the “Board”). ● The Oasis Nominee will be appointed to the Remuneration Committee of the Board. ● The Oasis Nominee will resign as a director of Board and the Relationship Agreement will terminate: (i) if Oasis breaches the Relationship Agreement in any material respect; (ii) if Oasis ceases to hold at least 7% of the ordinary share capital of Premier at any time or Oasis does not acquire, in aggregate, a holding of 10% of the ordinary share capital of Premier by 30 June 2018 (excluding any non-preemptive issues of new ordinary shares by Premier); (iii) if Oasis elects to terminate the Relationship Agreement on 5 business days’ notice; or (iv) on the day following the 2019 Annual General Meeting of Premier. ● The Oasis Nominee will be subject to annual re-election by Premier’s shareholders. The Board will re-nominate the Oasis Nominee for re-election at the 2017 and 2018 Annual General Meetings of Premier.
Summary of Principal Terms. Borrower Revlon Consumer Products Corporation, as reorganized pursuant to the Plan, or any other wholly-owned subsidiary of Reorganized Holdings acceptable to the Required Consenting BrandCo Lenders (the “Borrower”). Guarantors (i) Reorganized Holdings; (ii) all direct and indirect wholly-owned domestic material subsidiaries of Reorganized Holdings (other than the Borrower and subject to customary exclusions); (iii) Xxxxxxxxx Xxxxx (Canada) Limited, Xxxxxxxxx Xxxxx (UK) Ltd. and Revlon Canada, Inc.; and (iv) the BrandCos, in each case as reorganized pursuant to the Plan (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”).
Summary of Principal Terms. Co-Borrowers Certain subsidiaries of the Company to be identified (any such subsidiaries that maintain REIT (as defined herein) status, the “REIT Co-Borrowers” and collectively, the “Borrowers”). Guarantors An intermediate holding company to be identified and (i) the subsidiaries that guarantee the Revolving and Term Loan Credit Agreements and/or that have borrowed under or guaranteed the Weberstown Term Loan Agreement (each as defined the Restructuring Term Sheet) and (ii) future domestic wholly owned subsidiaries that are Material Subsidiaries (as defined in the Revolving and Term Loan Credit Agreements) (it being understood that subsidiaries that have issued equity interests in respect of directors’ qualifying shares or to foreign nationals to the extent required by applicable law or custom shall be treated as wholly-owned subsidiaries), subject to exceptions consistent with the Exit Term Loan Documentation Principles. Administrative Agent and Collateral Agent GLAS USA LLC and GLAS AMERICAS LLC, as administrative agent and collateral agent (in such capacities, the “Exit Term Loan Agent”).
