Nominating Agreement definition

Nominating Agreement has the meaning specified in the Recitals hereto.
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Nominating Agreement means that certain Nominating Agreement, dated as of February 8, 2005, by and among the Company, Xxxxx Investment Associates V, L.P., a Delaware limited partnership, Xxxxx Equity Partners V, L.P., a Delaware limited partnership, and Xxxxxx X. Xxx Equity Fund IV, L.P., a Delaware limited partnership.
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Nominating Agreement means that certain Nominating Agreement, dated as of [ ], 2012, by and between the Company and Apollo Management VII, L.P.
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Examples of Nominating Agreement in a sentence

  • Additionally, we have entered into a Nominating Agreement with Expedia, pursuant to which Expedia has the right to designate one individual to be a nominee for election to the Board of Directors of the Company and the Company shall cause such Expedia designee to be included in the slate of directors approved and recommended by the Board for election at each meeting of shareholders at which the term of an Expedia designee will expire.

  • All shares issued to the Investor hereunder will: (1) be subject to the respective terms and conditions of the Registration Rights Agreement and Nominating Agreement executed and delivered by the Company and the Investor simultaneously herewith; and (2) be admitted to trading on NASDAQ or any other national securities exchange, as applicable, immediately following their issue and will be capable of settlement on the same basis as the existing shares in issue.

  • The Board shall fill vacancies or add new directors as provided in the Company’s certificate of incorporation and the Director Nominating Agreement.

  • Except as expressly specified herein, no other amendments to the Nominating Agreement are intended by the parties hereto, and the Nominating Agreement shall, except as expressly specified herein, remain unmodified and in full force and effect.

  • The Nominating and Corporate Governance Committee makes recommendations to the Board concerning the appropriate size of the Board pursuant to the requirements set forth in the Company’s bylaws and the Director Nominating Agreement and will seek to balance necessary experience, expertise and independence with a membership that is not too large to function efficiently.

  • For the avoidance of doubt, nothing in this Section 13.17 shall limit, modify, restrict or operate as a waiver with respect to, any rights any party hereto may have under any written agreement entered into in connection with the transactions that are contemplated by this Agreement, including the Nominating Agreement, the Registration Rights Agreement and the Sponsor Agreement.

  • The Company and each applicable Affinion Party shall substantially concurrently with the consummation of the Cash Elections Purchase execute the Amendment to the Shareholders Agreement, the New Registration Rights Agreement, each New Nominating Agreement and the New Warrant Agreement.

  • By virtue of the Nominating Agreement and this Stockholders Agreement, Sillerman will need to include certain information about the holdings of the Stockholders and Participants in such reports.

  • If the Chairman of the Board is not an independent director, as determined by the Nominating and Governance Committee and the Board (an “Independent Director”), the Independent Directors will annually appoint one Independent Director to be the Lead Independent Director in accordance with the Director Nominating Agreement.

  • All references in the Nominating Agreement or any other agreements, instruments and documents executed and delivered in connection therewith to the “Agreement” shall be deemed to refer to the Nominating Agreement as amended by this Amendment.


More Definitions of Nominating Agreement

Nominating Agreement is defined in Section 2.04(e).
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Related to Nominating Agreement

  • Governance Agreement has the meaning set forth in the Recitals.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Company Operating Agreement means the Second Amended and Restated Operating Agreement of the Company, dated as of January 25, 2019, as amended or supplemented from time to time.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • PJM Operating Agreement means the Amended and Restated Operating Agreement of PJM on file with the Commission.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • Marketing Agreement means an agreement entered into, with the director, by producers, distributors, processors, or handlers pursuant to this act and binding only on those signing the agreement.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Corporate Services Agreement means the Corporate Services Agreement dated as of the date hereof between the Borrower and the Services Provider, as amended from time to time in accordance with the terms hereof and thereof.

  • Affiliation Agreement means a written agreement between the governing authority of the program and another organization under the terms of which specified services, space or personnel are provided to one organization by the other, but without exchange of moneys.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Local Marketing Agreement means, a local marketing agreement, time brokerage agreement or similar arrangement pursuant to which a Person, subject to customary licensee preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time constituting 15% or more of the air time per week of a television broadcast station licensed to another Person.

  • Alliance Agreement has the meaning given to such term in paragraph 11.2 of Schedule 13 (Information and Industry Initiatives);

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Voting Agreements has the meaning set forth in the Recitals.

  • Shareholders Agreement has the meaning set forth in the recitals.