EXHIBIT 7.2 ----------- AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
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
GOVERNANCE AGREEMENTGovernance Agreement • July 20th, 2022 • England
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.
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
FORM OFGovernance Agreement • June 17th, 2002 • Nestle Holdings Inc • Ice cream & frozen desserts • Delaware
GOVERNANCE AGREEMENTGovernance Agreement • July 10th, 2018
Clause Page 1. Definitions & Interpretation 3 2. Term 4 3 Performance of Undertaking 6 4 Business Plan 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 Schedule 4 Insurance Requirements 28 Schedule 5 Reserved Matters 29
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • December 20th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
EXHIBIT CGovernance Agreement • October 8th, 1999 • Kinder Richard D • Pipe lines (no natural gas) • Delaware
1 EXHIBIT DGovernance Agreement • October 8th, 1999 • Morgan Associates Inc • Pipe lines (no natural gas) • Delaware
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
EXCHANGE AGREEMENTGovernance Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
Second Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).
UNION COUNTY, OREGON GOVERNANCE AGREEMENT VERSION 4.0Governance Agreement • March 20th, 2017
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”).
EX-99.3 4 d86519dex993.htm EX-99.3 EXECUTION VERSION GOVERNANCE AGREEMENTGovernance Agreement • May 5th, 2020 • Ontario
THIS GOVERNANCE AGREEMENT (this “Agreement”) is dated and effective as of October 21, 2015 between and Concordia Healthcare Corp., a corporation governed under the Laws of the Province of Ontario (“Concordia”), Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey whose registered office is at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (“Cinven”), and the persons whose names are set out in Schedule E hereto (the “Cinven Shareholders”, together with each of their respective Permitted Transferees (as defined below). Concordia and the Cinven Shareholders are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Roles and Principles of Governance AgreementGovernance Agreement • May 13th, 2023
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”.
GOVERNANCE AGREEMENTGovernance Agreement • April 14th, 2015
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • July 26th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, 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").
THIRD AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNINGGovernance Agreement • September 21st, 2022 • Indiana
This Third Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of , 2022 (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 Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Original Second Amended Governance Agreement”), effective as of July 1, 2020 (the “Effective Date of the Second Amended Governance Agreement”), as amended and supplemented by the First Amendment to Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects, dated as of February 3, 2021 (the “First Amendment” and together with the Original Second Amended Governance Agreement, the “Second Amended Governance Agreement”), which amended and restated the Amen
AMENDED AND RESTATED GOVERNANCE AGREEMENT Among FORDING CANADIAN COAL TRUST - and - FORDING (GP) ULC - and - FORDING AMALCO INC. - and - ONTARIO TEACHERS’ PENSION PLAN BOARD August 24, 2005Governance Agreement • January 26th, 2006 • Fording Canadian Coal Trust • Bituminous coal & lignite surface mining • Alberta
GOVERNANCE AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006Governance Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
THIS GOVERNANCE AGREEMENT (the “Agreement“), dated as of July 20, 2006, relating to FBR Capital Markets Corporation (“FBR” or the “Company”) is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and, together with Crestview ERISA, “Purchaser”).
MULTI-YEAR GOVERNANCE AGREEMENTGovernance Agreement • November 12th, 2015 • Ontario
AND WHEREAS Metrolinx has worked with the transit service providers of various Ontario municipalities to facilitate joint procurements of transit system vehicles, equipment, technology, facilities and related supplies and services;
GOVERNANCE AGREEMENTGovernance Agreement • January 18th, 2020
GOVERNANCE AGREEMENTGovernance Agreement • May 3rd, 2007 • Stover Foundation • Services-help supply services • Delaware
This Governance Agreement (this “Agreement”), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation (the “Company”), DelStaff, LLC, a Delaware limited liability company (“DelStaff”), and Michael T. Willis, a natural person and a member of DelStaff (for the purposes of Articles II and IV only) and W. Robert Stover, a natural person (for the purposes of Section 5.3 only).
EX-10.26 11 a2218724zex-10_26.htm EX-10.26 GOVERNANCE AGREEMENTGovernance Agreement • May 5th, 2020 • Delaware
This GOVERNANCE AGREEMENT (this “Agreement”) is dated as of March 3, 2014 among Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GSK”), Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company” and with GSK, each a “Party”), provided that this Agreement shall only become effective upon the Effective Date (as defined below).
EX-10.2 3 d255119dex102.htm AMENDMENT NO. 3 TO THE GOVERNANCE AGREEMENT EXECUTION COPYGovernance Agreement • May 5th, 2020
AMENDMENT No. 3, dated as of November 11, 2011, (this “Amendment”) to the GOVERNANCE AGREEMENT, dated as of July 30, 2004 (the “Agreement”), as amended, among BRITISH AMERICAN TOBACCO p.l.c., a public limited company incorporated under the laws of England and Wales (“BAT”), BROWN & WILLIAMSON HOLDINGS, INC, (f/k/a Brown & Williamson Tobacco Corporation), a Delaware corporation (“B&W”), and REYNOLDS AMERICAN INC., a North Carolina corporation (“Reynolds American”).
EXECUTION COPY AMENDED AND RESTATED GOVERNANCE AGREEMENT among IAC/INTERACTIVECORP, LIBERTY MEDIA CORPORATION, and BARRY DILLER DATED AS OF AUGUST 9, 2005Governance Agreement • May 5th, 2020 • Delaware
