Riverstone Parties definition
Examples of Riverstone Parties in a sentence
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.
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 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.
This Agreement shall be binding upon the Partnership, the Riverstone Parties, and their respective successors and permitted assigns.
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.
Upon his or her nomination to the Company Board and from time to time thereafter if reasonably requested by the Riverstone Parties, the Governance & Nominating Committee shall in good faith consider whether the Riverstone Designee qualifies as a Company Independent Director.
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.
There are no other agreements by, among or between the Riverstone Parties and any of its Affiliates, on the one hand, and the Partnership or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents nor promises or inducements for future transactions between or among any of such parties.
If the Board accepts a director's resignation pursuant to this Section 5, then the Board may fill the resulting vacancy pursuant to Section 7 of Article III of the Company’s bylaws or may decrease the size of the Board pursuant to Section 1 of Article III of the Company’s bylaws, in each case, subject to the rights of the Riverstone Parties in the Stockholders’ Agreement.