STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPNomination Agreement • February 21st, 2024 • Starboard Value LP • Services-business services, nec
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Alight, Inc. (the “Company”) at the Company’s 2024 annual meeting of stockholders including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • March 11th, 2015 • Starboard Value LP • Industrial inorganic chemicals
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of LSB Industries, Inc. (the “Company”) at the Company’s 2015 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
NOMINATION AGREEMENT THIS NOMINATION AGREEMENT ("AGREEMENT") is made as of March 31, 2004, by and between NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation ("NHP"), and EMERITUS CORPORATION, a Washington corporation ("EMERITUS"). RECITALS...Nomination Agreement • April 12th, 2004 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPNomination Agreement • February 21st, 2024 • Starboard Value LP • Services-business services, nec
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Alight, Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2024 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.
Nomination Agreement, dated June 26, 2019, between Atlas and Timothy LoweNomination Agreement • September 20th, 2019 • Lapetus Capital II LLC • Paper mills • New York
Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Verso Corporation (the “Company”) in connection with a proxy solicitation our affiliate, Lapetus Capital II LLC, and/or one or more affiliates thereof (“Atlas”) is considering undertaking for the purpose of nominating and electing directors at the 2019 annual meeting of stockholders of the Company, or special meeting of stockholders of the Company at which directors are to be elected, or any other meeting of stockholders held in lieu thereof, and at any and all adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). This letter will set forth the terms of our agreement (the “Agreement”).
EX-4.3 7 dex43.htm FORM OF NOMINATION AGREEMENT NOMINATION AGREEMENT between [INVESTOR] and LYONDELLBASELL INDUSTRIES N.V. In relation to the nomination of the members of the Supervisory BoardNomination Agreement • May 5th, 2020
NOMINATION AGREEMENTNomination Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of July 30, 2018, is entered into by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
NOMINATION AGREEMENTNomination Agreement • August 14th, 2024 • Ardent Health Partners, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Nomination Agreement (this “Agreement”) is made and entered into as of July 19, 2024 (the “Effective Date”), by and among Ardent Health Partners, Inc., a Delaware corporation (the “Company”), EGI-AM Investments, L.L.C., a Delaware limited liability company (“EGI”), and ALH Holdings, LLC, a Delaware limited liability company and subsidiary of Ventas, Inc. (“Ventas”).
NOMINATION AGREEMENTNomination Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • Luxembourg
This NOMINATION AGREEMENT, dated as of September 29, 2021 (this “Agreement”), is entered into by and among Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (the “Company”), Union Group International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Union Group Holdings”), Union Acquisition Associates II, LLC, a New York limited liability company (“Union Acquisition Associates II” and, together with Union Group Holdings, the “SPAC Sponsors”), Hoche Partners Pharma Holding S.A., a Luxembourg company (“Hoche” and, together with the SPAC Sponsors, the “Other Shareholders”), the Sognatore Trust, a trust organized under the laws of New Zealand (“Sognatore”), the Simphony
NOMINATION AGREEMENTNomination Agreement • February 11th, 2016 • American International Group Inc • Fire, marine & casualty insurance • Delaware
This Nomination Agreement, dated February 11, 2016 (this “Agreement”), is by and among (i) High River Limited Partnership, Icahn Partners Master Fund LP, Icahn Partners LP and Carl C. Icahn (collectively, the “Shareholder Parties” and each individually, a “member” of the Shareholder Parties) and (ii) American International Group, Inc. (the “Company”).
AGREEMENTNomination Agreement • June 17th, 2013 • AO Partners I, LP • Air courier services • Delaware
As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. No Right is exercisable at any time prior to the Distribution Date. The Rights will expire on the earliest of (i) the third anniversary of the Record Date or (ii) the final adjournment of the Company’s 2013 annual meeting of shareholders if a proposal to approve this Agreement has not been approved by a vote in which more votes are cast in favor of such proposal than are cast against such proposal, unless earlier redeemed, exchanged or amended by the Company as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.
CONGRESSIONAL RECORD — DAILY DIGEST D1123Nomination Agreement • May 30th, 2023
A motion was filed to close further debate on the nomination and, in accordance with the provisions of rule XXII of the Standing Rules of the Senate, a clo- ture vote will occur on Thursday, December 7, 2006. Pages S11237–38
EX-10.30 3 dex1030.htm FORM OF NOMINATION AGREEMENT [Form of] NOMINATION AGREEMENTNomination Agreement • May 5th, 2020 • Delaware
This Nomination Agreement (this “Agreement”), dated as of , 2005, by and between FreightCar America, Inc. (the “Company”) and [Camillo M. Santomero, III] [Trimaran Investments II, L.L.C., a Delaware limited liability company, on behalf of each of Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Capital Corporation and CIBC Employee Private Equity Fund (Trimaran) Partners] [Caravelle Investment Fund, L.L.C., a Delaware limited liability company] (“Stockholder”).
NOMINATION AGREEMENTNomination Agreement • May 20th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc.
This Nomination Agreement (this “Agreement”) is made and entered into as of May 19, 2020 by and among Eventbrite, Inc., a Delaware corporation (the “Company”), FP EB Aggregator, L.P., a Cayman Islands limited partnership (“FP”) and Francisco Partners Management, L.P., a Delaware limited partnership (“FP Parent”) (each of the Company, FP and FP Parent, a “Party” to this Agreement, and collectively, the “Parties”).
EX-10.1 2 d527001dex101.htm EX-10.1 Execution Version NOMINATION AGREEMENTNomination Agreement • May 5th, 2020 • Delaware
This Nomination Agreement (this “Agreement”) dated April 25, 2013, sets forth our understanding and agreement with respect to your investment in and representation on the Board of Directors of Willis Group Holdings Public Limited Company (the “Company” and, such Board of Directors, the “Board”) and certain restrictions and limitations to be placed on ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., ValueAct Holdings GP, LLC and their respective affiliates (collectively, the “ValueAct Group”) concerning the Company, its subsidiaries and their respective securities, assets and properties. By signing this Agreement, the Group agrees and acknowledge as follows:
Daily DigestNomination Agreement • October 19th, 2022
Welcoming India’s Prime Minister: Senate agreed to H. Con. Res. 264, expressing the sense of Congress to welcome the Prime Minister of India, Atal Bihari Vajpayee, on the occasion of his visit to the United States, and to affirm that India is a val- ued friend and partner and an important ally in the campaign against international terrorism. Page S11662
NOMINATION AGREEMENTNomination Agreement • March 5th, 2013 • PW Partners Atlas Fund LP • Retail-eating places • Minnesota
This Nomination Agreement (this “Agreement”) dated March 1, 2013, is by and among the persons and entities listed on Schedule A (collectively, the “PW Group”, and individually a “member” of the PW Group), Famous Dave’s of America, Inc. (the “Company”) and Patrick Walsh, in his individual capacity and as a member of the PW Group (the “PW Designee”).
NOMINATION AGREEMENTNomination Agreement • May 15th, 2009 • Peerless Systems Corp • Services-prepackaged software • Delaware
This Nomination Agreement, dated the 14th day of May, 2009 (this “Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC (“Bandera Partners” or “BP”), (ii) Bandera Master Fund L.P. (“Bandera Master Fund” or “BMF”), (iii) Bandera Partners Management LLC (“BPM”), (iv) Gregory Bylinsky (“Bylinsky”), (v) Jefferson Gramm (“Gramm”) and (vi) any other Affiliates of BP, BMF, BPM, Bylinsky or Gramm (together with BP, BMF, BPM, Bylinsky and Gramm, the “Bandera Parties” and, each, a “Bandera Party”), on the other hand.
Nomination Agreement, dated March 10, 2016 by and among the certain Reporting Persons and Johannes Roth Spear Point Capital Management LLC New Orleans, LA 70130Nomination Agreement • March 11th, 2016 • Spear Point Capital Management LLC • Newspapers: publishing or publishing & printing • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Spear Point Capital Fund LP, Spear Point Condor LP, FiveMore Special Situations Fund Ltd, and FiveT Investment Management Ltd (each a “Stockholder” and collectively, the “Stockholders”) for election to the Board of Directors (the “Board”) of TheStreet, Inc., a Delaware corporation (“TST”), at the 2016 Annual Meeting of TST Stockholders (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2016 Annual Meeting”). The Stockholders hold shares of TST Common Stock and currently intend to nominate you and another person (each a “Nominee” and together, the “Nominees”) for election to the Board at the 2016 Annual Meeting. You desire to be nominated and, if elected, wish to serve, as a director of TST.
AGREEMENTNomination Agreement • August 11th, 2011 • TL Investment GmbH • Computer communications equipment
THIS AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2010, by and between TL Investment GmbH (together with any affiliate thereof, “TLI”) and Lantronix, Inc., a Delaware corporation (the “Company”).
EX-10.1 3 d557069dex101.htm EX-10.1 SECOND AMENDED AND RESTATED NOMINATION AGREEMENT between AI INTERNATIONAL CHEMICALS S.à R.L. and LYONDELLBASELL INDUSTRIES N.V. In relation to the nomination of the members of the Board of Directors SECOND AMENDED...Nomination Agreement • May 5th, 2020
NOMINATION AGREEMENTNomination Agreement • April 22nd, 2013 • Bandera Partners LLC • Retail-eating places • Ohio
This NOMINATION AGREEMENT (this “Agreement”) is made as of April 12, 2013, by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”) and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
Exhibit 10.34 AGREEMENTNomination Agreement • March 27th, 1996 • Brandywine Realty Trust • Real estate investment trusts • Maryland
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • February 23rd, 2018 • Starboard Value LP • Services-computer processing & data preparation
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Cars.com Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2018 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (this “Agreement”) will set forth the terms of our agreement.
NOMINATION AGREEMENTNomination Agreement • June 3rd, 2024
LEONI concludes this Nomination Agreement for the project … [PLEASE INSERT PROJECT TITLE] in light of optimal supply of its production sites at home and abroad and its Affiliates. Therefore, the objective of this Nomination Agreement amongst others is to guarantee the smooth and efficient coordination of products and supply of products between the Supplier and LEONI.
Raging Capital Management, LLC Ten Princeton Avenue Rocky Hill, NJ 08553Nomination Agreement • November 21st, 2012 • Raging Capital Management, LLC • Semiconductors & related devices
Nomination Agreement [LETTERHEAD]Nomination Agreement • February 9th, 2018 • Monarch Alternative Capital LP • Crude petroleum & natural gas • New York
Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Resolute Energy Corporation (the “Company”) in connection with a proxy solicitation that Monarch Energy Holdings LLC (“Monarch”) (and/or one or more affiliates thereof) is considering undertaking for the purpose of nominating and electing directors at the Company’s 2018 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). This letter will set forth the terms of our agreement (the “Agreement”).
YUCAIPA AMERICAN ALLIANCE FUND II, L.P. YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. Los Angeles, CA 90069 August , 2010Nomination Agreement • August 23rd, 2010 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership and Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (collectively, “Yucaipa”) for election to the Board of Directors (the “Board”) of Barnes & Noble, Inc., a Delaware corporation (the “Company”) at the 2010 Annual Meeting of Stockholders of the Company (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2010 Annual Meeting”). Yucaipa currently intends to nominate you and two other persons (each, a “Yucaipa Nominee”) as the Yucaipa Nominees for election to the Board at the 2010 Annual Meeting, and currently plans to solicit proxies (the “Proxy Solicitation”) from the Company’s stockholders to elect you and each other Yucaipa Nominee to the Board. By executing this Agreement, you agree that if Yucaipa selects you as a Yucaipa Nominee you will
WINDSOR & DISTRICT HOUSING ASSOCIATION LIMITED (1)Nomination Agreement • March 18th, 2010
Nomination Agreement betweenNomination Agreement • December 3rd, 2015
AGREEMENT FOR NOMINATION OF CSMLS BOARD OF DIRECTORSNomination Agreement • January 11th, 2016
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017 BLR Partners LP 1177 West Loop South Suite 1625 Houston, TX 77027Nomination Agreement • January 31st, 2018 • Starboard Value LP • Services-computer programming services
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Stockholder Group”), including Starboard Value and Opportunity Master Fund Ltd and BLR Partners LP, for election as a director of Monotype Imaging Holdings Inc. (the “Company”) at the Company’s 2018 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
CONGRESSIONAL RECORD — DAILY DIGEST D237Nomination Agreement • April 23rd, 2013
Ogden Nomination—Agreement: A unanimous- consent-time agreement was reached providing that the cloture motion relative to the nomination of David W. Ogden, of Virginia, to be Deputy Attor- ney General be withdrawn; that at 11:30 a.m. on Wednesday, March 11, 2009, Senate begin consider- ation of the nomination of David W. Ogden, of Vir- ginia, to be Deputy Attorney General; provided fur- ther, that the time until 4:30 p.m. be equally di- vided and controlled between the Majority and Re- publican Leaders, or their designees; that when Sen- ate continues consideration of the nomination on Thursday, March 12, 2009, that there be two hours remaining for debate, equally divided and controlled between the Majority and Republican Leaders, or their designees; provided further, that upon the use of time on Thursday, March 12, 2009, Senate vote on confirmation of the nomination of David W. Ogden, of Virginia, to be Deputy Attorney General.
D926Nomination Agreement • September 25th, 2024
Sfraga Nomination—Agreement: A unanimous- consent agreement was reached providing that at ap- proximately 10 a.m., on Tuesday, September 24, 2024, Senate resume consideration of the nomination of Michael Sfraga, of Alaska, to be Ambassador at Large for Arctic Affairs; that notwithstanding Rule XXII, the motion to invoke cloture with respect to the nomination ripen at 12 noon; that if cloture has been invoked on the nomination, all time be consid- ered expired at 2:15 p.m.; and that the motion to invoke cloture with respect to the motion to proceed to consideration of H.R. 1555, to designate the facil- ity of the United States Postal Service located at 2300 Sylvan Avenue in Modesto, California, as the ‘‘Corporal Michael D. Anderson Jr. Post Office Building’’, ripen upon disposition of the nomination of Michael Sfraga. Page S6337
CARL E. BERG 10050 Bandley Drive Cupertino, CA 95014 January 10, 2012Nomination Agreement • January 11th, 2012 • Berg Carl E • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Carl E. Berg and/or affiliates (“Berg”) for election to the Board of Directors (the “Board”) of Stratus Properties, Inc., a Delaware corporation (the “Company”) at the 2012 Annual Meeting of Stockholders of the Company (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2012 Annual Meeting”). Berg currently intends to nominate you (the “Berg Nominee”) as the Berg Nominee for election to the Board at the 2012 Annual Meeting. In addition, Berg may solicit proxies (the “Proxy Solicitation”) from the Company’s stockholders to elect you to the Board. By executing this Agreement, you agree that if Berg selects you as a Berg Nominee you will fully and actively participate in the Proxy Solicitation, if any, and will devote the time and energy reasonably required to conduct an effective campaign for your election to the Board.
