Exhibit 1 November 8, 2007 Koninklijke Philips Electronics N.V. Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Re: Amendment to the Governance Agreement by and between Koninklijke Philips Electronics N.V. ("Purchaser") and MedQuist...Governance Agreement • November 13th, 2007 • Koninklijke Philips Electronics Nv • Electronic & other electrical equipment (no computer equip)
This letter constitutes an amendment to the Governance Agreement. The Governance Agreement shall be amended as follows:
GOVERNANCE AGREEMENTGovernance Agreement • December 12th, 2022
EX-10.1 4 d270711dex101.htm AMENDED AND RESTATED GOVERNANCE AGREEMENT AMENDED AND RESTATED GOVERNANCE AGREEMENT among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011 PageGovernance Agreement • May 5th, 2020 • Delaware
SECTION 1A – PRELIMINARYGovernance Agreement • November 7th, 2024
HERTSMERE BOROUGH COUNCILGovernance Agreement • May 5th, 2020
Clause Page 1. Definitions & Interpretation 3 2. Term 4 3 Provision of Service 6 4 Annual Budget Forecast 6 5 Management of Company 6 6 Status of Company 7 7 Business Conduct of Company 8 8 Shareholder Consent 8 9 Insurance 8 10 Provision of Services by the Council 8 11 Liability 9 12 Termination 9 13 Force Majeure 10 14 Maintenance of Records 10 15 Reports And Written Material 11 16 Audit 11 17 Confidential Information 11 18 Freedom of Information 12 19 Notices 12 20 Dispute Resolution 12 21 Ancillary Provisions 13 22 Governing Law 14 23 Exclusion of Contracts (Rights of Third Parties) Act 1999 14 Schedule 1 Council Services 16 Schedule 2 Management of the Company 17 Schedule 3 Governance Framework 20
GOVERNANCE AGREEMENT 1 in relation to the delivery of the North Wales Growth DealGovernance Agreement • July 3rd, 2018 • England and Wales
Appendix 2 CONTENTS Clause 1 DEFINITIONS AND INTERPRETATION 2 2 COMMENCEMENT, DURATION AND TERMINATION 5 3 PRINCIPLES AND KEY OBJECTIVES 6 4 THE ACCOUNTABLE BODY 7 5 DUTIES OF THE ACCOUNTABLE BODY 8 6 DUTIES OF THE OTHER PARTIES 9 7 BUSINESS PLAN 9 8 DECISION MAKING 10 9 JOINT COMMITTEE 10 10 EXECUTIVE TEAM 14 11 COMMITMENT OF THE PARTIES AND CONTRIBUTIONS 15 12 MITIGATION 19 13 LIABILITY OF THE PARTIES 19 14 WITHDRAWAL 20 15 CONSEQUENCES OF TERMINATION 20 16 INTELLECTUAL PROPERTY 20 17 CONFIDENTIALITY AND ANNOUNCEMENTS 21 18 CONTRACTS (THIRD PARTY RIGHTS) 21 19 DISPUTE RESOLUTION 21 20 DATA PROTECTION 22 21 FREEDOM OF INFORMATION AND ENVIRONMENT INFORMATION 24 22 NOTICES 25 23 GOVERNING LAW 25 24 ASSIGNMENT 25 25 WAIVER 25 26 ENTIRE AGREEMENT 26 27 COUNTERPARTS 26 28 RELATIONSHIP OF PARTIES 26
GOVERNANCE AGREEMENTGovernance Agreement • July 14th, 2015 • Solar Power, Inc. • Semiconductors & related devices • Wisconsin
THIS GOVERNANCE AGREEMENT (this “Agreement”), by and between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and Solar Power, Inc. and its affiliates (the “Investor”) is entered into as of this 13th day of July, 2015.
Diocese of Worcester Governance AgreementGovernance Agreement • August 15th, 2022
Our Mission 1-4 The Diocesan Board of Education (DBE) 5-9 School Governance 10-12 Governor Practice 13 Foundation Governors 14-16 Diocesan Training and Support for Church School Governors 17-18 Communication between the Diocesan Education Team andthe Governing Body of a Church School 19 Communication between the Diocesan Education Team and Clerks to Governors of a Church School 20 Worcester Diocesan Education Team Contact Details 21
EXHIBIT CGovernance Agreement • October 8th, 1999 • Kinder Richard D • Pipe lines (no natural gas) • Delaware
GOVERNANCE ARRANGEMENTS FOR MID KENT SERVICESGovernance Agreement • June 24th, 2016 • Kent
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of November 16, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders, collectively, the “Principal Stockholders” and each a “Principal Stockholder”) and (iv) solely for purposes Section 2.3, Section 2.5, and Article III, I2BF Global Investments Ltd., a Cayman Islands exempted company (“I2BF”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
American College of Medical Informatics The College of Elected Fellows of AMIA Governance ManualGovernance Agreement • May 30th, 2024
ACMI became the College of Elected Fellows of AMIA through a letter of agreement in 1988. The agreement governs the purposes and the activities of the College within AMIA, establishes ACMI as a component of AMIA, and gives ACMI Fellows the free and unrestricted rights to the use of the name and acronyms (ACMI and FACMI). ACMI agrees to abide by the AMIA bylaws, handbooks, procedures and manuals.
ANISHINABEK NATION GOVERNANCE AGREEMENTGovernance Agreement • November 29th, 2019
The Anishinabek Nation Governance Agreement (referred to in the rest of this document as the “Agreement”) is a proposed self-government agreement between Canada, the Anishinabek Nation (Union of Ontario Indians), and the First Nations that approve the Agreement by vote. It includes Canada recognizing First Nation jurisdiction over leadership selection (elections), citizenship (E’Dbendaagzijig), language and culture, and First Nation management and operations. It also includes recognizing constitutions in regards to these areas and the Anishinabek Nation Government.
EX-10.1 3 d272021dex101.htm EX-10.1 Execution Copy GOVERNANCE AGREEMENT By and Among ORCHESTRA-PRÉMAMAN S.A., YELED INVEST S.à r.l, AND DESTINATION MATERNITY CORPORATION Dated as of December 19, 2016 Page -i- GOVERNANCE AGREEMENTGovernance Agreement • May 5th, 2020 • Delaware
THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (the “Company”), Yeled Invest S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg ( “Yeled”), and Destination Maternity Corporation, a Delaware corporation (“DM”).
SECOND AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNINGGovernance Agreement • September 29th, 2022 • Indiana
This Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of July 1, 2020 (the “Effective Date”), is made by and among the Northwest Indiana Regional Development Authority (“RDA”), the Northern Indiana Commuter Transportation District (“NICTD”) and the Indiana Finance Authority (“IFA”) for the purpose of amending and restating the Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Amended Governance Agreement”), effective as of June 24, 2019 (the “Effective Date of the Amended Governance Agreement”), which amended and restated the Governance Agreement Concerning Development of the Rail Projects (the “Original Governance Agreement”), effective as of August 31, 2018 (the “Effective Date of the Original Governance Agreement”), both by and among RDA, NICTD, and IFA. RDA, NICTD, and IFA are sometimes referred to individually herein as a “Party” or collectively as the
GOVERNANCE AGREEMENTGovernance Agreement • May 8th, 2024 • Reddit, Inc. • Services-computer processing & data preparation • Delaware
THIS GOVERNANCE AGREEMENT (the “Agreement”) is made as of the 19th day of March, 2024, by and among Reddit, Inc., a Delaware corporation (including any successor thereto, the “Company”), Advance Magazine Publishers Inc. (“Advance”), and Steven Huffman (“Huffman”). Each of Advance, Huffman, and the Company, a “Party” and collectively, the “Parties”.
FORM OFGovernance Agreement • June 17th, 2002 • Nestle Holdings Inc • Ice cream & frozen desserts • Delaware
OCEAN RIG UDW INC. GOVERNANCE AGREEMENT DATED AS OF SEPTEMBER _____________, 2017 PageGovernance Agreement • May 5th, 2020 • New York
GOVERNANCE AGREEMENT RESPECTING LEGAL AIDGovernance Agreement • July 27th, 2020 • Alberta
WHEREAS Legal Aid Alberta was established to provide and continues to provide a system of legal aid in criminal, family and civil matters;
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • December 20th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
NCRP Governance AgreementGovernance Agreement • September 14th, 2013
ContractGovernance Agreement • December 16th, 2019
1 EXHIBIT DGovernance Agreement • October 8th, 1999 • Morgan Associates Inc • Pipe lines (no natural gas) • Delaware
GOVERNANCE AGREEMENTGovernance Agreement • February 22nd, 2021
As a registered society incorporated under the provincial Societies Act, Legal Aid Alberta (LAA) is an organization independent from government, but is accountable to the Minister of Justice and Solicitor General (Minister) and to the Law Society of Alberta (LSA).
AMENDED AND RESTATED GOVERNANCE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION AND ROUST TRADING LTD. Dated as of July 9, 2012Governance Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT (this “Agreement”) is entered into as of July 9, 2012 (the “Effective Date”), by and between Central European Distribution Corporation (the “Company”) and Roust Trading Ltd. (“RTL”).
Exhibit A to the Strategic Alliance Agreement GOVERNANCE AGREEMENT dated as of [ ], 1995, between CIBA-GEIGY LIMITED, a Swiss corporation ("Ciba"), and HEXCEL CORPORATION, a Delaware corporation ("Hexcel"). WHEREAS Hexcel, Ciba and Ciba- Geigy...Governance Agreement • October 11th, 1995 • Ciba Geigy Corp • Metal forgings & stampings • Delaware
SECTION 1 STANDSTILL AND VOTINGGovernance Agreement • March 28th, 2000 • Northwest Airlines Corp • Air transportation, scheduled • Delaware
AMENDED & RESTATED GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of May 25, 2011Governance Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of May 25, 2011 (this “Agreement”), among GNS II (U.S.) CORP., a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Company” (the “Company”), THE MOSAIC COMPANY, a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Holding Company” and will be a wholly-owned subsidiary of the Company (“Old Mosaic”), and EACH OF THE OTHER PARTIES HERETO (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • August 1st, 2007 • Theravance Inc • Pharmaceutical preparations • Delaware
This Amendment to the Amended and Restated Governance Agreement (this “Amendment”) is entered into effective as of April 25, 2007, by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), Theravance, Inc., a Delaware corporation (the “Company”), GlaxoSmithKline plc, an English public limited company (“GlaxoSmithKline”) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GGL” and with each of GSK, GlaxoSmithKline and the Company, a “Party”) and amends the Amended and Restated Governance Agreement (the “Governance Agreement”) entered into as of June 4, 2004, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.
GOVERNANCE AGREEMENTGovernance Agreement • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
Re: Governance Agreements for Family Health Groups (FHGs) - UpdateGovernance Agreement • July 9th, 2014
The 2012 Physician Services Agreement (2012 PSA) between the Ministry of Health and Long-Term Care (MOHLTC) and the Ontario Medical Association (OMA) includes a provision for the establishment of a governance, including the election of a Lead and Associate Lead Group Physician for Family Health Groups (FHGs).
UNION COUNTY, OREGON GOVERNANCE AGREEMENT VERSION 4.0Governance Agreement • March 20th, 2017
NORTH AND WEST YORKSHIRE BUSINESS RATES POOL GOVERNANCE AGREEMENTGovernance Agreement • February 5th, 2019
GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDER April 23, 2013Governance Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”); the shareholder of the Company listed on Schedule A hereto (the “BC Investor”); the shareholder of the Company listed on Schedule B hereto (the “Silver Lake Investor”); and the shareholder of the Company listed on Schedule C hereto (the “Additional Shareholder” and, together with the BC Investor and the Silver Lake Investor, the “Shareholders”).
GOVERNANCE AGREEMENTGovernance Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), and Enstar Holdings (US) LLC, a Delaware limited liability company (“Enstar”).
