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.
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.
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.
If such resignation is then accepted by the vote of a majority of the Company Independent Directors, the Riverstone Parties shall take all Necessary Action to cooperate with the other directors and the Company in removing such Riverstone Director(s) as of such time.
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.
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.
Except with respect to the filling of vacancies on the Company Board in accordance with Section 3.2, the Riverstone Parties shall refrain from, and shall cause its Affiliates to refrain from, executing a consent in lieu of a stockholder meeting for the purpose of electing or removing Company Independent Directors.
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.
Subject to the foregoing, the Riverstone Parties may thereafter disclose or provide any Company Confidential Information to the extent required by such Law or stock exchange requirement (as so advised by counsel) or by lawful process or such Governmental Entity.