Board Composition Agreement Sample Contracts

AGREEMENT
Board Composition Agreement • April 10th, 2017 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Agreement (this “Agreement”) is made and entered into as of April 10, 2017 by and among Maxwell Technologies, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Viex”) (each of the Company and Viex, a “Party” to this Agreement, and collectively, the “Parties”).

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AGREEMENT
Board Composition Agreement • May 2nd, 2018 • Aegean Marine Petroleum Network Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

This Agreement (this "Agreement") is made and entered into as of April 26, 2018 by and among Aegean Marine Petroleum Network Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Company"), RBM Holdings LLC ("RBM") and the additional signatories set forth on Exhibit A hereto (together with RBM, the "RBM Parties", and each of them, the Company and RBM, a "Party" to this Agreement, and collectively, the "Parties").

AGREEMENT
Board Composition Agreement • April 1st, 2016 • Gwynedd Resources LTD Et Al • Communications equipment, nec • Pennsylvania

This Agreement (this “Agreement”) is made and entered into as of March 30, 2016 by and among Numerex Corp. (the “Company”) and Gwynedd Resources, Ltd. (“Gwynedd”), each of the Company and Gwynedd, a “Party” to this Agreement, and collectively, the “Parties”.

AGREEMENT
Board Composition Agreement • October 19th, 2016 • Starboard Value LP • Title insurance • Delaware

This Agreement (this “Agreement”) is made and entered into as of October 17, 2016 by and among Stewart Information Services Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Board Composition Agreement • May 10th, 2017 • Investors Bancorp, Inc. • State commercial banks • Delaware

This AGREEMENT (the “Agreement”) is made and entered into as of March 27, 2017, by and among Investors Bancorp, Inc., a Delaware corporation (the “Company”) and Blue Harbour Group, L.P., a Delaware limited partnership (“Blue Harbour”). Certain capitalized terms used in this Agreement are defined in Section 9.

AGREEMENT
Board Composition Agreement • May 19th, 2016 • Starboard Value LP • Services-help supply services • Delaware

This Agreement (this “Agreement”) is made and entered into as of May 18, 2016 by and among Insperity, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

Volt Information Sciences and Glacier Peak Capital Reach Agreement on Membership of Volt Board of Directors and 2015 Annual Meeting
Board Composition Agreement • April 2nd, 2015 • Volt Information Sciences, Inc. • Services-help supply services

New York, NY, March 30, 2015 – Volt Information Sciences, Inc. (NYSEMKT: VISI) today announced that it has entered into an agreement with Glacier Peak Capital LLC (“Glacier Peak”) and its affiliates regarding the membership and composition of Volt’s board of directors.

AGREEMENT
Board Composition Agreement • March 18th, 2008 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware

This Agreement, dated as of March 12, 2008 (the “Agreement”), is by and among Strategic Diagnostics Inc., a Delaware corporation (“Company”), and Steven R. Becker, an individual resident of Texas (“Becker”), BC Advisors, LLC, a Texas limited liability company (“BCA”), SRB Management, L.P., a Texas limited partnership (“SRB”) and Richard van den Broek, an individual resident of Connecticut (“van den Broek”). Becker, BCA and SRB are collectively referred to as the “Becker Group.”

JAKKS Pacific, Inc. 22619 Pacific Coast Highway Malibu, CA 90265
Board Composition Agreement • April 25th, 2012 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware

This letter constitutes the agreement (the "Agreement") among Clinton Group, Inc., a Delaware corporation ("Clinton Group"), on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, "Clinton"), and JAKKS Pacific, Inc., a Delaware corporation (the "Company").

EXHIBIT 99.2 FOR IMMEDIATE RELEASE --------------------- INSITUFORM AND KALISHMAN GROUP SIGN DEFINITIVE AGREEMENT REGARDING COMPOSITION OF COMPANY'S BOARD -------------------------------------------------------- St. Louis, Missouri -- July 25, 1997 --...
Board Composition Agreement • August 7th, 1997 • Insituform Technologies Inc • Water, sewer, pipeline, comm & power line construction

St. Louis, Missouri -- July 25, 1997 -- Insituform Technologies, Inc. (NASDAQ-NMS:INSUA) and a group led by two directors, Jerome Kalishman and Robert Affholder, jointly announced today that they have signed a definitive agreement to settle a dispute over the composition of the Company's Board of Directors. The parties have agreed to take the following actions:

BOARD COMPOSITION AGREEMENT
Board Composition Agreement • October 29th, 2004 • Home Products International Inc • Plastics products, nec • Delaware

THIS BOARD COMPOSITION AGREEMENT (this “Agreement”) is entered into as of October 28, 2004, by and among Storage Acquisition Company, L.L.C., a Delaware limited liability company (the “Company”), EGI-Fund (02-04) Investors, L.L.C., a Delaware limited liability company (“EGI”), Joseph Gantz (“Gantz”), Walnut Investment Partners, L.P., a Delaware limited partnership (“Walnut”), Triyar Storage Investment Company, LLC, a Delaware limited liability company (“Triyar”), and the other persons and entities set forth on Schedule A hereto (individually an “Investor” and collectively the “Investors”).

FORM OF BOARD COMPOSITION AGREEMENT [VALUECLICK LETTERHEAD] , 2001
Board Composition Agreement • August 24th, 2001 • Valueclick Inc/Ca • Services-advertising agencies

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of July 1, 2001 (the "Agreement'), by and among ValueClick, Inc., a Delaware corporation ("Parent"), Mars Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and Mediaplex, Inc., a Delaware corporation ("Mediaplex"). Capitalized terms used in this letter without definition shall have the meanings ascribed them in the Agreement.

AGREEMENT
Board Composition Agreement • May 18th, 2018 • Adient PLC • Motor vehicle parts & accessories • Delaware

This AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2018, between Adient plc, a public limited company organized under the laws of Ireland (“Adient”) and Blue Harbour Group, L.P., a Delaware limited partnership (“Blue Harbour”). Certain capitalized terms used in this Agreement are defined in Section 11.

AGREEMENT
Board Composition Agreement • November 16th, 2006 • Quipp Inc • Special industry machinery, nec • Florida
Visteon Corporation One Village Center Drive Van Buren Township, MI 48111 May 11, 2011
Board Composition Agreement • May 12th, 2011 • Smith Management LLC • Motor vehicle parts & accessories • New York

This letter constitutes the agreement (the “Agreement”) among Alden Global Distressed Opportunities Master Fund, L.P., a Cayman Islands limited partnership, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, “Alden”), and Visteon Corporation, a Delaware corporation (the “Company”).

Comverse Technology, Inc. and Cadian Capital Management Announce Agreement
Board Composition Agreement • May 31st, 2012 • Comverse Technology Inc/Ny/ • Telephone & telegraph apparatus

NEW YORK, New York, May 31, 2012 – Comverse Technology, Inc. (Nasdaq: CMVT) (“CTI”), today announced an agreement with Cadian Capital Management, LLC regarding the composition of the Boards of Directors of CTI, its majority-owned subsidiary Verint Systems, Inc. (“Verint”), and its wholly-owned subsidiary Comverse, Inc. (“CNS”).

AGREEMENT
Board Composition Agreement • May 17th, 1999 • Management Insights Inc • Services-prepackaged software • California
AGREEMENT
Board Composition Agreement • June 10th, 2013 • Biolase, Inc • Dental equipment & supplies • Delaware

This Agreement (this “Agreement”) is made and entered into as of June 6, 2013 (the “Effective Date”), by and among Biolase, Inc., a Delaware corporation (the “Company”), Federico Pignatelli (“Mr. Pignatelli”), and each of Alexander K. Arrow, Norman J. Nemoy, and Gregory E. Lichwardt (collectively with Mr. Pignatelli, the “Directors”). Each of the Company and the Directors are referred to herein as a “Party,” and collectively as the “Parties.”

Visteon Corporation One Village Center Drive Van Buren Township, MI 48111 May 11, 2011
Board Composition Agreement • May 12th, 2011 • Visteon Corp • Motor vehicle parts & accessories • New York

This letter constitutes the agreement (the “Agreement”) among Alden Global Distressed Opportunities Master Fund, L.P., a Cayman Islands limited partnership, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, “Alden”), and Visteon Corporation, a Delaware corporation (the “Company”).

AGREEMENT
Board Composition Agreement • January 11th, 2021 • GameStop Corp. • Retail-computer & computer software stores • Delaware

This Agreement (this “Agreement”) is made and entered into as of January 10, 2021 by and among GameStop Corp. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “RC Ventures”) (each of the Company and RC Ventures, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Board Composition Agreement • March 11th, 2015 • Career Education Corp • Services-educational services • Delaware

This Agreement is made as of March 10, 2015 (this “Agreement”) between Career Education Corporation, a Delaware corporation (the “Company”), and each of the parties listed on Exhibit A hereto (collectively, “Tenzing Global”). The Company and Tenzing Global are referred to herein as the “Parties.” Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 3(b) below.

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AGREEMENT
Board Composition Agreement • October 2nd, 2017 • Bazaarvoice Inc • Services-prepackaged software • Delaware

This Agreement (this “Agreement”) is made and entered into as of September 27, 2017 by and among Bazaarvoice, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Viex”) (each of the Company and Viex, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Board Composition Agreement • November 1st, 2019 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware

This Agreement (this “Agreement”) is made and entered into as of November 1, 2019 by and among CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (the “Company”), and the persons and entities set forth on Exhibit A hereto (collectively, “Exeter”) (each of the Company and Exeter is hereafter referred to as a “Party” to this Agreement, and collectively as the “Parties”).

AGREEMENT
Board Composition Agreement • April 11th, 2017 • VIEX Capital Advisors, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Agreement (this “Agreement”) is made and entered into as of April 10, 2017 by and among Maxwell Technologies, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Viex”) (each of the Company and Viex, a “Party” to this Agreement, and collectively, the “Parties”).

iCAD, Inc. Nashua, NH 03062
Board Composition Agreement • November 14th, 2018 • Icad Inc • Surgical & medical instruments & apparatus

This letter (this “Agreement”) constitutes the agreement between iCAD, Inc. (the “Company”) and you (“Mr. Sassine”). Each of the Company and Mr. Sassine is a “Party” to this Agreement, and collectively, the “Parties.”

FOrm of Board Composition AGREEMENT
Board Composition Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Delaware

THIS BOARD COMPOSITION AGREEMENT (this “Agreement”) is made and entered into as of this [●] day of [●], 2013, by and among PharmAthene, Inc., a Delaware corporation (the “Company”), and each holder of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”), listed on Schedule A hereto (the “Stockholders”).

AGREEMENT
Board Composition Agreement • April 2nd, 2018 • Resonant Inc • Semiconductors & related devices • Delaware

This Agreement (this “Agreement”) is made and entered into as of April 1, 2018, by and among Resonant Inc. (the “Company”) and the entities and natural person set forth on the signature page hereto (collectively, “Park City Capital”) (each of the Company and Park City Capital, a “Party” to this Agreement, and together, the “Parties”).

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