Examples of Riverstone Parties in a sentence
Each Riverstone Party, by executing and delivering this Agreement or a joinder hereto, hereby appoints each Riverstone Feeder as the representative to act on behalf of the Riverstone Parties for all purposes under this Agreement (the “Riverstone Representative”), including the exercise of all rights of the Riverstone Parties hereunder and the making of all elections and decisions to be made by the Riverstone Parties pursuant to this Agreement.
The Company hereby acknowledges and agrees that the Riverstone Representative shall have the power and authority to act on behalf of the Riverstone Parties pursuant to this Agreement and that the act of the Riverstone Representative shall constitute the act of each Riverstone Party for all purposes under this Agreement.
The Company shall cause the Governance & Nominating Committee of the Company Board (the “Governance & Nominating Committee”) to consist of at least three directors, including, for so long as the Riverstone Parties have the right to designate the Riverstone Designee pursuant to Section 3.2(a), the Riverstone Director.
Tichio and Xxxx abstaining) (i) determined that the Arrangement and the Transactions are in the best interests of the Company and the Arrangement is fair to the Company Shareholders, other than the Riverstone Parties, and (ii) recommended that the Company Shareholders vote in favor of the Arrangement Resolution.
Upon the identification of the Riverstone Designee by the Riverstone Parties, the Governance & Nominating Committee shall promptly and in good faith consider such Riverstone Designee.
Except with respect to the filling of vacancies on the Company Board in accordance with Section 3.2, the Company and the Riverstone Parties shall take all Necessary Action to conduct the election or removal of Company Independent Directors only at a meeting of stockholders and not by consent in lieu of a stockholder meeting.
Each Riverstone Party agrees that it will indemnify and hold harmless the Partnership from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Riverstone Parties in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.
Subject to the rights of the Riverstone Parties (as defined in the Stockholders’ Agreement), the Nominating & Governance Committee will not nominate any individual who is, as of the date of nomination, eighty (80) years of age or older for election or reelection to the Board.
The Riverstone Parties shall not, and shall cause their respective controlled Affiliates not to, take any action to cause the Company to enter into or effect a Related Party Transaction unless such transaction has been approved by a majority of the Disinterested Directors or a majority of the Audit Committee.
No fees or commissions are or will be payable by the Riverstone Parties to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transaction contemplated by this Agreement.