Execution Version AGREEMENT This Agreement dated January 20, 2010 (this "Agreement"), is by and among the persons and entities listed on Schedule A (collectively, the "Icahn Group", and individually a "member" of the Icahn Group) and Take-Two...Board Nomination Agreement • January 21st, 2010 • Icahn Carl C • Delaware
May 30, 2012 Cadian Capital Management, LLC New York, NY 10022 Ladies and Gentlemen:Board Nomination Agreement • May 31st, 2012 • Comverse Technology Inc/Ny/ • Telephone & telegraph apparatus • New York
This letter confirms the understanding and agreement between Comverse Technology, Inc., a New York corporation (“CTI”), on the one hand, and Cadian Capital Management, LLC (“Cadian Capital”), Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC (Cadian Capital, together with the aforementioned entities other than CTI being referred to collectively herein as the “Cadian Group”), on the other hand, as follows:
ON BOARD NOMINATIONS FOR JULY 15TH ANNUAL MEETINGBoard Nomination Agreement • June 1st, 2020 • MVC Capital, Inc.
Purchase, N.Y., May 27, 2020 – MVC Capital, Inc. (NYSE: MVC) (the “Company” or “MVC”) and Wynnefield Capital (“Wynnefield”) today announced an agreement (the “Agreement”) under which six of MVC’s current directors and three independent director candidates proposed by Wynnefield will be nominated by MVC’s Board for election at the Company’s 2020 Annual Meeting of Stockholders, currently scheduled for July 15, 2020 (“the “Annual Meeting”).
BOARD NOMINATION AGREEMENTBoard Nomination Agreement • December 15th, 2014 • Authentidate Holding Corp • Services-computer integrated systems design • Delaware
This Board Nomination Agreement (this “Agreement”), dated as of December 10, 2014 (the “Effective Date”), is by and among Authentidate Holding Corp., a Delaware corporation (the “Company”) and the persons and entities listed on Schedule A hereto (collectively, the “Lazarus Group”, and individually a “member” of the Lazarus Group).
AGREEMENTBoard Nomination Agreement • February 19th, 2019 • Simcoe Capital Management, LLC • Services-miscellaneous business services • Delaware
This Agreement (this “Agreement”), dated as of February 17, 2019, is by and among Simcoe Capital Management, LLC (“Investor”), Donnelley Financial Solutions, Inc. (the “Company”), and, solely for purposes of Section 2(g) hereof, Jeffrey Jacobowitz (the “Investor Nominee”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
January 26, 2016 SunEdison, Inc. 13736 Riverport Drive, Suite 180 Maryland Heights, MissouriBoard Nomination Agreement • January 27th, 2016 • Sunedison, Inc. • Semiconductors & related devices • Delaware
This letter agreement is entered into as of the date hereof by and between SunEdison, Inc., a Delaware corporation (the “Corporation”), and Greenlight Capital, Inc. (“Greenlight”).
AGREEMENTBoard Nomination Agreement • March 25th, 2016 • Community Financial Corp /Md/ • State commercial banks • Delaware
This AGREEMENT (the “Agreement”) is made and entered into as of March 25, 2016, by and between The Community Financial Corporation, a Maryland corporation (the “Company”), and Basswood Capital Management, L.L.C., a Delaware limited liability company (“BCM”), acting on behalf of the Funds (as defined below) and certain managed accounts.
Board Nomination AgreementBoard Nomination Agreement • January 4th, 2010
We ask that you pray for guidance over this nomination and if you are in full agreement with each of the terms on the previous pages and will be faithful in all areas, please sign below. Please return in the enclosed envelope by March 5 to complete your nomination. The annual church election and report is scheduled for a Sunday night service in April.
Investors: Media: Thomas Bologna, CEO Ed Orgon Orchid Cellmark Inc. The Torrenzano GroupBoard Nomination Agreement • September 8th, 2010 • Orchid Cellmark Inc • Services-testing laboratories
PRINCETON, N.J. – September 7, 2010 Orchid Cellmark, Inc (Nasdaq: ORCH) (“Orchid Cellmark “ or the “Company”) and Accipiter Capital Management, LLC (“Accipiter”) today jointly announced that Orchid Cellmark and Accipiter (together with its affiliates) have reached an agreement in connection with the nomination of candidates for election to Orchid Cellmark’s Board of Directors.
November 2, 2022 Alexander C. Kinzler Honolulu, HI 96821Board Nomination Agreement • November 4th, 2022 • Kinzler Alexander C • Crude petroleum & natural gas • Delaware
This letter agreement is intended to memorialize the understandings and agreements that we have reached with you relating to, among other things, the composition of the Board of Directors (the “Board”) of Barnwell Industries, Inc., a Delaware corporation (the “Company”).
NORTHERN OIL AND GAS, INC. Minnetonka, Minnesota 55305Board Nomination Agreement • July 24th, 2017 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
Bahram Akradi (“Akradi”) and Northern Oil and Gas, Inc. (the “Company”), in consideration of the respective representations, warranties, covenants, agreements and conditions set forth in this letter agreement (this “Agreement”), and, intending to be legally bound, hereby agree as follows:
BOARD NOMINATION AGREEMENTBoard Nomination Agreement • August 15th, 2018 • British Columbia
WHEREAS Rubicon and its shareholders (including the Founder) were parties to a shareholders’ agreement dated June 19, 2015 (the “Shareholders’ Agreement”) pursuant to which the Founder was entitled to appoint a nominee to the board of directors of the Company (the “Board”).
AGREEMENTBoard Nomination Agreement • January 15th, 2010 • Parthenon Investors Ii L P • Services-computer integrated systems design • Delaware
This Agreement dated this 8th day of January, 2010 (this “Agreement”), is made by and among Giant Investment, LLC, a Delaware limited liability company (“Giant”), Parthenon Investors II, L.P., a Delaware limited partnership (“Parthenon”), PCap Partners II, LLC, a Delaware limited liability company (“PCap Partners”), PCap II, LLC, a Delaware limited liability company (“PCap II”), and John C. Rutherford (the foregoing individuals and entities being collectively referred to herein as the “Parthenon Group”), and Tier Technologies, Inc., a Delaware corporation (the “Company”).
February 23, 2015 Fundamental Global Investors, LLC c/o D. Kyle Cerminara Charlotte, North Carolina 28209 Dear Mr. Cerminara:Board Nomination Agreement • May 13th, 2015 • Magnetek, Inc. • Electronic components, nec • Delaware
This letter constitutes the agreement (the “Agreement”) between Magnetek, Inc., a Delaware corporation (the “Company”), on the one hand, and Fundamental Global Investors, LLC (“Investor”) and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor and the Investor Affiliates, and Affiliates of any of the foregoing that are listed as filing parties on Investor’s Schedule 13D (as defined below), the “Investor Group”), on the other hand, with respect to the matters set forth below:
BOARD NOMINATION AGREEMENTBoard Nomination Agreement • July 23rd, 2024 • Value Base Ltd. • Semiconductors & related devices
This BOARD NOMINATION AGREEMENT (this “Agreement”) dated as of July 23, 2024, is by and among Value Base Fund Limited Partnership, Value Base Fund Invest 1, Limited Partnership and Value Base Ltd. (collectively “Value Base”) and Valens Semiconductor Ltd. (the “Company”).
This AGREEMENT (the “Agreement”) is made and entered into as of March 25, 2016, by and between The Community Financial Corporation, a Maryland corporation (the “Company”), and Basswood Capital Management, L.L.C., a Delaware limited liability company...Board Nomination Agreement • March 25th, 2016 • Basswood Capital Management, L.L.C. • Delaware
AGREEMENTBoard Nomination Agreement • April 8th, 2008 • Motorola Inc • Radio & tv broadcasting & communications equipment
This Agreement dated April 7, 2008, is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Motorola, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENTBoard Nomination Agreement • May 13th, 2010 • SRB Management, L.P. • Pharmaceutical preparations • New Jersey
This Agreement, dated as of May 13, 2010, is by and among DUSA Pharmaceuticals, Inc., a New Jersey corporation (the “Company”), and the other individuals and entities signatories hereto (collectively, the “Greenway Group”).
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the...Board Nomination Agreement • January 4th, 2024 • Amer Sports, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This BOARD NOMINATION AGREEMENT, dated as of [ ], 2024 (this “Agreement”), is made by and between Amer Sports, Inc., a Cayman Islands exempted company (the “Company”) and Anamered Investments Inc., company that exists under the laws of the British Virgin Islands (“Shareholder”).
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the...Board Nomination Agreement • March 18th, 2024 • Amer Sports, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This BOARD NOMINATION AGREEMENT, dated as of February 5, 2024 (this “Agreement”), is made by and between Amer Sports, Inc., a Cayman Islands exempted company (the “Company”) and Anamered Investments Inc., company that exists under the laws of the British Virgin Islands (“Shareholder”).
February 23, 2015 Fundamental Global Investors, LLC c/o D. Kyle Cerminara Charlotte, North Carolina 28209 Dear Mr. Cerminara:Board Nomination Agreement • March 3rd, 2015 • Fundamental Global Partners • Electronic components, nec • Delaware
This letter constitutes the agreement (the “Agreement”) between Magnetek, Inc., a Delaware corporation (the “Company”), on the one hand, and Fundamental Global Investors, LLC (“Investor”) and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor and the Investor Affiliates, and Affiliates of any of the foregoing that are listed as filing parties on Investor’s Schedule 13D (as defined below), the “Investor Group”), on the other hand, with respect to the matters set forth below:
March 18, 2014Board Nomination Agreement • May 1st, 2014 • MATERION Corp • Metal forgings & stampings • Ohio
This letter constitutes the agreement (the “Agreement”) between Materion Corporation (the “Company”) and GAMCO Asset Management Inc. (“GAMCO”), with respect to the matters set forth below:
FORM OF BOARD NOMINATION AGREEMENTBoard Nomination Agreement • January 5th, 2024 • Oxus Acquisition Corp. • Food and kindred products • Ontario
NOW THEREFORE, in consideration of the mutual covenants in this Agreement and the Business Combination Agreement and for other consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
AGREEMENTBoard Nomination Agreement • September 24th, 2014 • Jwest, LLC • Water transportation
THIS AGREEMENT (this “Agreement”), is made as of September 22, 2014, by and between Rand Logistics, Inc., a Delaware corporation (the “Company”), and JWEST, LLC, an Indiana limited liability company (“JWEST”).
AGREEMENTBoard Nomination Agreement • January 21st, 2010 • Take Two Interactive Software Inc • Services-prepackaged software • Delaware
AT FELDMAN MALL PROPERTIES: FOR JAMES W. SIGHT: Thomas Wirth 8500 College Blvd., President and Chief Executive Officer Overland Park, Kansas 66210Board Nomination Agreement • May 6th, 2008 • Feldman Mall Properties, Inc. • Real estate investment trusts
Great Neck, NY and Shawnee Mission, KS, May 5, 2008 — Feldman Mall Properties, Inc. (NYSE: FMP) and James W. Sight today announced that they have reached an agreement relating to the Feldman Mall Properties 2008 Annual Meeting of Stockholders. Mr. Sight beneficially owns 880,500 shares of FMP common stock, representing approximately 6.8% of FMP’s outstanding shares.
on board nominations FOR JULY 15th ANNUAL MeetingBoard Nomination Agreement • June 1st, 2020 • Wynnefield Partners Small Cap Value Lp I
Purchase, N.Y., May 27, 2020 – MVC Capital, Inc. (NYSE: MVC) (the “Company” or “MVC”) and Wynnefield Capital (“Wynnefield”) today announced an agreement (the “Agreement”) under which six of MVC’s current directors and three independent director candidates proposed by Wynnefield will be nominated by MVC’s Board for election at the Company’s 2020 Annual Meeting of Stockholders, currently scheduled for July 15, 2020 (“the “Annual Meeting”).
BOARD NOMINATION AGREEMENTBoard Nomination Agreement • September 14th, 2020 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware
This BOARD NOMINATION AGREEMENT (this “Agreement”), dated as of September 11, 2020, is entered into by and among Party City Holdco Inc., a Delaware corporation (the “Company”), and each other party signatory hereto (collectively, the “Nominating Parties”), comprising the Backstop Parties and the Private Placement Parties (each as defined in the Backstop and Private Placement Agreement) (as defined below).
March 20, 2009 GAMCO Asset Management Inc. One Corporate Center Suite 1900 Rye, New York 10580-1435-1422 Attn: Peter Goldstein, Esq. Ladies and Gentlemen:Board Nomination Agreement • March 26th, 2009 • Fisher Communications Inc • Television broadcasting stations • Delaware
This letter constitutes the agreement (the “Agreement”) between Fisher Communications, Inc. (the “Company”) and GAMCO Asset Management Inc. (“GAMCO”), with respect to the matters set forth below:
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTBoard Nomination Agreement • October 10th, 2014
On January 27, 2012, Planar Systems, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Red Oak Partners, LLC, a New York limited liability company, and certain of its affiliates named in the Agreement (“Red Oak”). The Agreement reflects the agreement of the parties with respect to: the Company’s
AGREEMENTBoard Nomination Agreement • September 22nd, 2014 • Rand Logistics, Inc. • Water transportation
THIS AGREEMENT (this “Agreement”), is made as of September 22, 2014, by and between Rand Logistics, Inc., a Delaware corporation (the “Company”), and JWEST, LLC, an Indiana limited liability company (“JWEST”).
