Nomination and Standstill Agreement definition

Nomination and Standstill Agreement means the Nomination and Standstill Agreement, dated September 15, 2014, by and among the Icahn Group and Hertz.
Sample 1Sample 2Sample 3
Nomination and Standstill Agreement means the Nomination and Standstill Agreement, dated September 15, 2014, by and among the Icahn Group and HERC.
Sample 1Sample 2Sample 3

Examples of Nomination and Standstill Agreement in a sentence

  • This Agreement and the Nomination and Standstill Agreement contain the sole and entire agreement of the Parties with respect to confidential information.

  • Such communications must be sent to the respective Parties at the addresses set out in the Nomination and Standstill Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section 6(f)).

  • Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement.

  • All rights granted to Holders who are members of the Icahn Group under this Agreement shall terminate on the earlier to occur of (a) the six-month anniversary of the date that the number of Common Shares beneficially owned by the Icahn Group represents less than five percent (5%) of the outstanding Common Shares, and (b) the end of the Board Representation Period (as defined in the Icahn Nomination and Standstill Agreement) of the Icahn Group.

  • This letter (this “Letter”) is being provided to the Corporation by the Nominee pursuant to Section 1(g)(ii) of the Nomination and Standstill Agreement.

  • Except for the Nomination and Standstill Agreement (other than paragraphs of Exhibit E to such agreement), this Agreement (i) embodies the entire agreement and understanding between HERC and the Holders in respect of the subject matter contained herein and (ii) supersedes all prior agreements and understandings between the parties with respect to the subject matter of this Agreement.

  • Xxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Re: Resignation Ladies and Gentlemen: This irrevocable resignation is delivered pursuant to that certain Nomination and Standstill Agreement, dated as of March 29, 2015, between Aegerion Pharmaceuticals, Inc.

  • All rights granted to Holders under this Agreement shall terminate on the six-month anniversary of the date that both (a) the Icahn Group beneficially owns in the aggregate less than 22,800,000 Common Shares, subject to equitable adjustment for any stock splits, stock dividends, combinations, reorganizations or similar events, and (y) there are no longer any Icahn Designees (as defined in the Nomination and Standstill Agreement) on the Board of Directors of Hertz.

  • Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of February 20, 2014, among the Company and the Sarissa Group.

  • All rights granted to Holders under this Agreement shall terminate on the six-month anniversary of the date that both (a) the Icahn Group beneficially owns in the aggregate less than 22,800,000 Common Shares, subject to equitable adjustment for any stock splits, stock dividends, combinations, reorganizations or similar events, and (y) there are no longer any Icahn Designees (as defined in the Nomination and Standstill Agreement) on the Board of Directors of HERC.

Related to Nomination and Standstill Agreement

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

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

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • 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.

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

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

  • Reservation Agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

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

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • 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.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

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

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Investor Agreement means the Investor and Registration Rights Agreement, dated as of August 10, 2021, by and among the Company, the Peridot Class B Holders and the Li-Cycle Holders.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

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