PERMIAN RESOURCES CORPORATION Sample Clauses

PERMIAN RESOURCES CORPORATION. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer Signature Page to Voting and Support Agreement HOLDERS: PEARL ENERGY INVESTMENTS, L.P. By: Pearl Energy Investment GP, LP., its general partner By: Pearl Energy Investment UGP, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Member PEARL ENERGY INVESTMENTS II, L.P. By: Pearl Energy Investment II GP, LP., its general partner By: Pearl Energy Investment II UGP, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Member PEARL CIII HOLDINGS, L.P. By: Pearl Energy Investment II GP, LP., its general partner By: Pearl Energy Investment II UGP, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Member Signature Page to Voting and Support Agreement COMPANY: EARTHSTONE ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Signature Page to Voting and Support Agreement SCHEDULE I Number of Shares Beneficially Owned Pearl Energy Investments, L.P.: Parent Class A common stock: 0 Parent Class C common stock: 56,429,386 Pearl Energy Investments II, L.P.: Parent Class A common stock: 0 Parent Class C common stock: 16,094,353 Pearl CIII Holdings, L.P.: Parent Class A common stock: 0 Parent Class C common stock: 16,609,730
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PERMIAN RESOURCES CORPORATION. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above. HOLDER: By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above. HOLDER: By: /s/ Xxxxxxx X. Xxxxxx XXX Name: Xxxxxxx X. Xxxxxx XXX Signature Page to Voting and Support Agreement IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above. COMPANY: EARTHSTONE ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Signature Page to Voting and Support Agreement SCHEDULE I Number of Shares Beneficially Owned Xxxxxxx X. Xxxxxx, III Parent Class A common stock: 0 Parent Class C common stock: 16,467,681 Xxxxx Xxxxxx: Parent Class A common stock: 0 Parent Class C common stock: 16,267,681
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PERMIAN RESOURCES CORPORATION. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer MERGER SUB I: XXXXX MERGER SUB I INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer MERGER SUB II: XXXXX MERGER SUB II LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer PACERS OPCO: PERMIAN RESOURCES OPERATING, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer Signature Page to Agreement and Plan of Merger COMPANY: EARTHSTONE ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer HEAT OPCO: EARTHSTONE ENERGY HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Signature Page to Agreement and Plan of Merger ANNEX A CERTAIN DEFINITIONS “Affiliate” means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise; provided, that, for the avoidance of doubt, (a) no portfolio company of the Parent Supporting Stockholders shall be an Affiliate of Parent and (b) no portfolio company of the Company Supporting Stockholders shall be an Affiliate of the Company, in each case of clause (a) and (b), for purposes of this Agreement. For purposes of this definition, “control” and its correlative terms, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
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PERMIAN RESOURCES CORPORATION. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer Signature Page to Voting and Support Agreement HOLDERS: NGP XI US HOLDINGS, L.P. By: NGP XI Holdings GP, L.L.C., its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person NGP PEARL HOLDINGS II, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person LUXE ENERGY, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Signature Page to Voting and Support Agreement COMPANY: EARTHSTONE ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Signature Page to Voting and Support Agreement SCHEDULE I Number of Shares Beneficially Owned NGP XI US Holdings, L.P.: Parent Class A common stock: 0 Parent Class C common stock: 25,748,457 NGP Pearl Holdings II, LLC: Parent Class A common stock: 0 Parent Class C common stock: 12,853,273 Luxe Energy, LLC: Parent Class A common stock: 0 Parent Class C common stock: 60,792,641
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Related to PERMIAN RESOURCES CORPORATION

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Compensation Plan As compensation for the Executive's services under this Agreement, Executive shall be entitled to receive during his employment the base salary and fringe benefits in accordance with this Section 3 and in accordance with the compensation plan fixed for each fiscal year of the Company, commencing with the current fiscal year, and bonuses in accordance with Section 4 and stock options in accordance with Section 5.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").

  • Incentive Plan During the Term, the Employee shall be eligible for incentive compensation in accordance with the Res-Care, Inc. Non-Equity Incentive Plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of earnings before taxes, interest, depreciation and amortization of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied (“EBITDA”), for such calendar year (the “Annual EBITDA Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company EBITDA for such calendar year equals or exceeds ninety percent (90%) of the Annual EBITDA Target for such calendar year. For all purposes of this Employment Agreement, in determining the actual EBITDA of the Company and its subsidiaries for each calendar year, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) may make such good faith adjustments to EBITDA as it determines in its sole discretion are appropriate to reflect non-recurring or unusual items, including, without limitation, to give effect on a pro forma basis to any acquisition of stock or assets of other persons by the Company or a subsidiary thereof. The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage (as determined below) for such calendar year. The maximum percentage of the Approved Professional Performance Percentage for Employee shall be thirty percent (30%) and the maximum percentage of the Approved Company Performance Percentage shall be seventy percent (70%). The sum of the Approved Professional Performance Percentage and the Approved Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Stock Plan Each stock option granted under any stock option plan of the Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the fair market value per Common Share on the grant date of such option, and no such grant involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance with applicable law and with the applicable Stock Plan(s), (ii) was duly approved by the board of directors (or a duly authorized committee thereof) of the Company or such Subsidiary, as applicable, and (iii) has been properly accounted for in the Company’s consolidated financial statements and disclosed, to the extent required, in the Company’s filings or submissions with the Commission and the Canadian Qualifying Authorities.

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