Nominee Agreements definition
Examples of Nominee Agreements in a sentence
In accordance with the Nominee Agreements, each of the Nominees has consented to serve as a nominee (a "▇▇▇▇▇▇▇▇ Nominee") of Stockholder for election as a member (a "Director") of the Company's Board of Directors (the "Board") at the Company's 1999 annual meeting of stockholders (the "Annual Meeting") and has agreed to support Stockholder's solicitation of proxies (the "Solicitations") in connection therewith.
This Agreement, the Organizational Documents, the Plans, the Nominee Agreements and the North Bay Shareholders’ Agreement constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
This Agreement, the Organizational Documents, the Investors Agreement, the Commitment Letters, the Share Purchase Agreement, the Plans and the Nominee Agreements constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Notwithstanding anything in the foregoing to the contrary, in no event shall any Nominee be relieved of any liability for: (a) conduct not undertaken in good faith; (b) conduct that amounts to gross negligence, recklessness, fraud, or willful malfeasance; (c) conduct that constitutes a willful breach of this Agreement or any of the Nominee Agreements; or (d) any unlawful action.
Notwithstanding anything to the contrary in this Agreement, the Options, and the obligations of Corvex and Related under this Section 3, shall terminate at the earliest of (i) the expiration of the Option Period and (ii) at such time as (x) either of the Nominee Agreements is terminated pursuant to its terms or (y) a Qualified Tender Offer or Qualified Sale Transaction is consummated.
The Nominee Agreements have been duly executed and delivered by each of the Nominees and constitute valid and legally binding obligations of each of the Nominees enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally.
Each Nominee shall have the authority to perform such acts reasonably deemed necessary to perform obligations arising under the Nominee Agreements.
In addition, each Nominee covenants and agrees to take such reasonable actions and execute such documents as necessary and directed by Beneficial Owner to assign, or cause to be assigned, the Nominee Agreements, to the extent they are assignable, identified by Beneficial Owner to Beneficial Owner or its designee.
Nominee shall have the authority to perform such acts reasonably deemed necessary to perform obligations arising under the Nominee Agreements.
This Agreement, the Organizational Documents, the Plans, the Recapitalization Agreement and the Nominee Agreements constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.