Governance Agreement Sample Contracts

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Ocean Rig UDW Inc. – Ocean Rig Udw Inc. Governance Agreement Dated as of September _____________, 2017 (September 22nd, 2017)

This Governance Agreement (as it may be amended from time to time in accordance with the terms hereof, this "Agreement") is made as of September ___________, 2017 (the "Effective Date"), by and among Ocean Rig UDW Inc., a company registered by way of continuation as an exempted company in the Cayman Islands with company registration number 310396 (the "Parent"), each of the direct and indirect subsidiaries of the Parent and [____________] (the "Shareholder").

Rad Sean – Funding and Governance Agreement (July 24th, 2017)

This Funding and Governance Agreement (this Agreement) is entered into as of this 28th day of July, 2014 by and among Tinder, Inc., a Delaware corporation (the Company), lAC/InterActiveCorp, a Delaware corporation (IAC) and Sean Rad (the Founder). Certain capitalized terms used but not defined herein shall have the meanings given to them in the Tinder, Inc. 2014 Equity Settlement Plan (the Settlement Plan) and the Tinder, Inc. Restated 2014 Equity Incentive Plan (the Stock Option Plan).

Ormat Technologies, Inc. – GOVERNANCE AGREEMENT Dated as of May 4, 2017 by and Between ORMAT TECHNOLOGIES, INC. And ORIX CORPORATION (May 4th, 2017)

THIS GOVERNANCE AGREEMENT, dated as of May 4, 2017, is entered into by and between Ormat Technologies, Inc., a Delaware corporation (the "Company"), and ORIX Corporation, a Japanese corporation (the "Investor").

Destination Maternity – GOVERNANCE AGREEMENT by and Among ORCHESTRA-PREMAMAN S.A., YELED INVEST S.a r.l, AND DESTINATION MATERNITY CORPORATION Dated as of December 19, 2016 (December 20th, 2016)

THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Premaman S.A., a societe anonyme organized under the laws of France (the Company), Yeled Invest S.a r.l., a societe a responsabilite limitee organized under the laws of Luxembourg ( Yeled), and Destination Maternity Corporation, a Delaware corporation (DM).

Destination Maternity – GOVERNANCE AGREEMENT by and Among ORCHESTRA-PREMAMAN S.A., YELED INVEST S.a r.l, AND DESTINATION MATERNITY CORPORATION Dated as of December 19, 2016 (December 20th, 2016)

THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Premaman S.A., a societe anonyme organized under the laws of France (the Company), Yeled Invest S.a r.l., a societe a responsabilite limitee organized under the laws of Luxembourg ( Yeled), and Destination Maternity Corporation, a Delaware corporation (DM).

Governance Agreement (November 16th, 2016)

This GOVERNANCE AGREEMENT is made and entered into as of November 14, 2016 (the "Agreement") by and between Intermolecular, Inc., a Delaware corporation (the "Company"), and Raging Capital Management, LLC, a Delaware limited liability company (the "Investor"). The Company and the Investor are referred to herein as the "Parties."

GOVERNANCE AGREEMENT by and Among REGENCY CENTERS CORPORATION, GAZIT-GLOBE LTD., MGN AMERICA, LLC, GAZIT FIRST GENERATION LLC, SILVER MAPLE (2001) INC., MGN (USA) INC., MGN AMERICA 2016 LLC MGN USA 2016, LLC and FICUS, INC. Dated as of November 14, 2016 (November 15th, 2016)

This GOVERNANCE AGREEMENT, dated as of November 14, 2016 (this Agreement), is by and among Regency Centers Corporation, a Florida corporation (the Company), Gazit-Globe Ltd., an Israeli limited liability corporation (Gazelle), MGN America, LLC, a Delaware limited liability company (Gazelle I), Gazit First Generation LLC, a Delaware limited liability company (Gazelle II), Silver Maple (2001) Inc., a Delaware corporation (Gazelle III), MGN (USA) Inc., a Nevada corporation (Gazelle IV), MGN America 2016, LLC, a Delaware limited liability company (Gazelle V), MGN USA 2016, LLC, a Delaware limited liability company (Gazelle VI) and Ficus, Inc., a Delaware corporation (Gazelle VII, and together with Gazelle, Gazelle I, Gazelle II, Gazelle III, Gazelle IV, Gazelle V and Gazelle VI, the Gazelle Stockholders). The Company, Gazelle, Gazelle I, Gazelle II, Gazelle III, Gazelle IV, Gazelle V, Gazelle VI and Gazelle VII are each sometimes referred to herein as a Party and collectively as the Partie

GOVERNANCE AGREEMENT by and Among REGENCY CENTERS CORPORATION, GAZIT-GLOBE LTD., MGN AMERICA, LLC, GAZIT FIRST GENERATION LLC, SILVER MAPLE (2001) INC., MGN (USA) INC., MGN AMERICA 2016 LLC MGN USA 2016, LLC and FICUS, INC. Dated as of November 14, 2016 (November 15th, 2016)

This GOVERNANCE AGREEMENT, dated as of November 14, 2016 (this Agreement), is by and among Regency Centers Corporation, a Florida corporation (the Company), Gazit-Globe Ltd., an Israeli limited liability corporation (Gazelle), MGN America, LLC, a Delaware limited liability company (Gazelle I), Gazit First Generation LLC, a Delaware limited liability company (Gazelle II), Silver Maple (2001) Inc., a Delaware corporation (Gazelle III), MGN (USA) Inc., a Nevada corporation (Gazelle IV), MGN America 2016, LLC, a Delaware limited liability company (Gazelle V), MGN USA 2016, LLC, a Delaware limited liability company (Gazelle VI) and Ficus, Inc., a Delaware corporation (Gazelle VII, and together with Gazelle, Gazelle I, Gazelle II, Gazelle III, Gazelle IV, Gazelle V and Gazelle VI, the Gazelle Stockholders). The Company, Gazelle, Gazelle I, Gazelle II, Gazelle III, Gazelle IV, Gazelle V, Gazelle VI and Gazelle VII are each sometimes referred to herein as a Party and collectively as the Partie

Liberty Expedia Holdings, Inc. – Assignment and Assumption of Governance Agreement (November 7th, 2016)

This Assignment and Assumption of Governance Agreement (this Assignment) is made as of November 4, 2016 by and among Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (Marginco), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (LEXEB, and together with Splitco and Marginco, the Assignees), Liberty Interactive Corporation, a Delaware corporation (Liberty), Barry Diller, an individual (Diller), and Expedia, Inc., a Delaware corporation (Expedia). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).

Liberty Expedia Holdings, Inc. – Assignment and Assumption of Governance Agreement (September 23rd, 2016)

This Assignment and Assumption of Governance Agreement (this Assignment) is made as of [*] by and among Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (Marginco), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (LEXEB, and together with Splitco and Marginco, the Assignees), Liberty Interactive Corporation, a Delaware corporation (Liberty), Barry Diller, an individual (Diller), and Expedia, Inc., a Delaware corporation (Expedia). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).

Kalobios Pharmaceuticals Inc. – Corporate Governance Agreement (July 6th, 2016)

This Corporate Governance Agreement (this "Agreement") is entered into on June 29, 2016, between KaloBios Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Martin Shkreli (the "Stockholder").

Aradigm Corp – Amendment to Governance Agreement (April 28th, 2016)

This Amendment to Governance Agreement (this "Amendment") is made and entered into as of April 21, 2016, effective as of the date hereof, by and between Aradigm Corporation (the "Company"), and Grifols, S.A. ("Grifols").

Liberty Expedia Holdings, Inc. – Assignment and Assumption of Governance Agreement (March 24th, 2016)

This Assignment and Assumption of Governance Agreement (this "Assignment") is made as of [*] by and among Liberty Expedia Holdings, Inc., a Delaware corporation ("Spinco"), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spinco ("Marginco"), [Liberty Sub, a Delaware [*] and a wholly-owned subsidiary of Spinco] ("[Sub]", and together with Spinco and Marginco, the "Assignees"), Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Barry Diller, an individual ("Diller"), and Expedia, Inc., a Delaware corporation ("Expedia"). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).

Premier Exhibitions – Corporate Governance Agreement (November 4th, 2015)

CORPORATE GOVERNANCE AGREEMENT, dated as of November 1, 2015 (this "Agreement"), by and among PREMIER EXHIBITIONS, INC. ("Premier"), DAOPING BAO ("Bao") and NANCY BRENNER ("Brenner", together with Bao and those persons who become shareholders of Premier as a result of the conversion of the Amended and Restated Promissory Note of Premier dated April 2, 2015 and their Permitted Transferees, the "DK Group").

Solar Power, Inc. – Governance Agreement (July 14th, 2015)

THIS GOVERNANCE AGREEMENT (this Agreement), by and between ZBB Energy Corporation, a Wisconsin corporation (the Company), and Solar Power, Inc. and its affiliates (the Investor) is entered into as of this 13th day of July, 2015.

Zbb Energy Corporation – Contract (July 14th, 2015)
Atlantic Capital Bancshares, Inc. – Re: Corporate Governance Agreement (June 10th, 2015)

This Corporate Governance Agreement (the Agreement) will confirm the agreement among Atlantic Capital Bancshares, Inc., a Georgia corporation (the Company), and Atlantic Capital Bank, a Georgia-chartered commercial bank (the Bank), on the one hand, and BCP Fund I Southeast Holdings LLC, a Delaware limited liability company (Investor), on the other hand. In this Agreement, the boards of directors of the Company and the Bank (and any successor thereto as a result of the consummation of the transactions contemplated by the Merger Agreement (as such term is hereinafter defined)) are sometimes referred to individually as a Board and collectively as the Boards.

Zbb Energy Corporation – Governance Agreement (April 17th, 2015)

THIS GOVERNANCE AGREEMENT (this "Agreement"), by and between ZBB Energy Corporation, a Wisconsin corporation (the "Company"), and Solar Power, Inc. and its affiliates (the "Investor") is entered into as of this _________, 2015.

Zbb Energy Corporation – Governance Agreement (April 17th, 2015)

THIS GOVERNANCE AGREEMENT (this "Agreement"), by and between ZBB Energy Corporation, a Wisconsin corporation (the "Company"), and Solar Power, Inc. and its affiliates (the "Investor") is entered into as of this _________, 2015.

Solar Power, Inc. – Governance Agreement (April 17th, 2015)

THIS GOVERNANCE AGREEMENT (this "Agreement"), by and between ZBB Energy Corporation, a Wisconsin corporation (the "Company"), and Solar Power, Inc. and its affiliates (the "Investor") is entered into as of this and the Company entered into ______, 2015.

Premier Exhibitions – Form of Corporate Governance Agreement (April 8th, 2015)

CORPORATE GOVERNANCE AGREEMENT, dated as of [____] (this "Agreement"), by and among PREMIER EXHIBITIONS, INC. ("Premier"), DAOPING BAO ("Bao") and NANCY BRENNER ("Brenner", together with Bao and those persons who become shareholders of Premier as a result of the conversion of the Amended and Restated Promissory Note of Premier dated April 2, 2015 and their Permitted Transferees, the "DK Group").

Premier Exhibitions – Form of Corporate Governance Agreement (April 8th, 2015)

CORPORATE GOVERNANCE AGREEMENT, dated as of [____] (this "Agreement"), by and among PREMIER EXHIBITIONS, INC. ("Premier"), DAOPING BAO ("Bao") and NANCY BRENNER ("Brenner", together with Bao and those persons who become shareholders of Premier as a result of the conversion of the Amended and Restated Promissory Note of Premier dated April 2, 2015 and their Permitted Transferees, the "DK Group").

Termination of Governance Agreement (March 30th, 2015)

This termination agreement (the "Agreement"), dated as of March ___, 2015 (the "Effective Date") confirms the understanding and agreement by and between CNS Response, Inc., a Delaware corporation (the "Company") and Equity Dynamics, Inc. ("EDI"), to terminate that certain governance agreement dated November 28, 2012, by and between the Company and EDI (the "Governance Agreement"). The Company and EDI may be collectively referred to herein as the "Parties", and each a "Party".

Termination of Governance Agreement (March 30th, 2015)

This termination agreement (the "Agreement"), dated as of March ___, 2015 (the "Effective Date") confirms the understanding and agreement by and between CNS Response, Inc., a Delaware corporation (the "Company") and SAIL Capital Partners ("SAIL"), to terminate that certain governance agreement dated November 28, 2012, by and between the Company and SAIL (the "Governance Agreement"). The Company and SAIL may be collectively referred to herein as the "Parties", and each a "Party".

Avenue Financial Holdings, Inc. – Re: Corporate Governance Agreement (January 23rd, 2015)

This Corporate Governance Agreement (this Agreement) will confirm the agreement among Avenue Financial Holdings, Inc. (the Company) and Avenue Bank, (the Bank), on the one hand, and Patriot Financial Partners II, L.P. (Investor), on the other hand, subject to the terms herein. In this Agreement, the boards of directors of the Company and the Bank are sometimes referred to individually as a Board and collectively as Boards.

Registration Rights and Governance Agreement (January 12th, 2015)

REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT (this Agreement), dated as of January 9, 2015, is made among The Advisory Board Company, a Delaware corporation (the Company), and Royall Holdings, LLC, a Delaware limited liability company (the Seller).

Theravance Biopharma, Inc. – Governance Agreement (April 8th, 2014)

This GOVERNANCE AGREEMENT (this Agreement) is dated as of March 3, 2014 among Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (GSK), Theravance Biopharma, Inc., a Cayman Islands exempted company (the Company and with GSK, each a Party), provided that this Agreement shall only become effective upon the Effective Date (as defined below).

Apartment Trust of America – Amended and Restated Corporate Governance Agreement (January 10th, 2014)

THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (this Agreement), dated as of January 7, 2014, is made and entered into by and among: (i) LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company); (ii) ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (EL); (iii) 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (OPT); (iv) DK LANDMARK, LLC, a Florida limited liability company (DB); (v) ISTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (iStar Financial and together with its Affiliates and permitted assignees and transferees, iStar); (vi) BREDS II Q LANDMARK LLC, a Delaware limited liability company (BREDS Financial and together with its Affiliates and permitted assignees and transferees, BREDS); (vii) Joseph G. Lubeck, solely for the purpose of Section 5(a) in his capacity as a holder of Capital Stock; and (viii) Edward M. Kobel, solely for the purpose of Section 5(a) in his capacity as a holder of Cap

Apartment Trust of America – Amended and Restated Corporate Governance Agreement (July 5th, 2013)

THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (this Agreement), dated as of June 28, 2013, is made and entered into by and among: (i) LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company); (ii) ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (EL); (iii) 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (OPT); (iv) DK LANDMARK, LLC, a Florida limited liability company (DB); (v) ISTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (iStar Financial and together with its Affiliates and permitted assignees and transferees, iStar); (vi) BREDS II Q LANDMARK LLC, a Delaware limited liability company (BREDS Financial and together with its Affiliates and permitted assignees and transferees, BREDS); (vii) Joseph G. Lubeck, solely for the purpose of Section 5(a) in his capacity as a holder of Capital Stock of the Company; and (viii) Edward M. Kobel, solely for the purpose of Section 5(a) in his capacity as a

Everyware Global Inc – Governance Agreement (May 28th, 2013)

THIS GOVERNANCE AGREEMENT (this Agreement) is made and entered into as of May 21, 2013, by and between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the Company), and each of Clinton Magnolia Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, and Clinton Spotlight Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, Sponsor), Monomoy Capital Partners, L.P., a Delaware limited partnership, MCP Supplemental Fund, L.P., a Delaware limited partnership, Monomoy Executive Co-Investment Fund, L.P., a Delaware limited partnership, Monomoy Capital Partners II, L.P., a Delaware limited partnership, and MCP Supplemental Fund II, L.P., a Delaware limited partnership (collectively, the MCP Funds). All of the foregoing, collectively, the Parties and, each individually, a Party. Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed t

Aradigm Corp – GOVERNANCE AGREEMENT by and Between ARADIGM CORPORATION and GRIFOLS, S.A. Dated as of [ ], 2013 (May 24th, 2013)

This GOVERNANCE AGREEMENT, dated as of [ ], 2013 (this Agreement), is by and between ARADIGM CORPORATION, a California corporation (the Company), and GRIFOLS, S.A., a company (sociedad anonima) organized under the laws of Spain (Purchaser).

Aradigm Corp – GOVERNANCE AGREEMENT by and Between ARADIGM CORPORATION and GRIFOLS, S.A. Dated as of [ ], 2013 (May 24th, 2013)

This GOVERNANCE AGREEMENT, dated as of [ ], 2013 (this Agreement), is by and between ARADIGM CORPORATION, a California corporation (the Company), and GRIFOLS, S.A., a company (sociedad anonima) organized under the laws of Spain (Purchaser).

Taylor Morrison Home Corporatio – U.S. Parent Governance Agreement by and Among Taylor Morrison Home Corporation, Taylor Morrison Holdings, Inc., Tpg Tmm Holdings Ii, L.P., Ocm Tmm Holdings Ii, L.P. And Jhi Holding Limited Partnership Dated as of April 9, 2013 (April 15th, 2013)

This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of April 9, 2013, is made by and among:

Taylor Morrison Home Corporatio – Canadian Parent Governance Agreement by and Among Taylor Morrison Home Corporation, Monarch Communities Inc., Tpg Tmm Holdings Ii, L.P., Ocm Tmm Holdings Ii, L.P. And Jhi Holding Limited Partnership Dated as of April 9, 2013 (April 15th, 2013)

This CANADIAN PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of April 9, 2013, is made by and among:

Taylor Morrison Home Corporatio – U.S. Parent Governance Agreement by and Among Taylor Morrison Home Corporation, Taylor Morrison Holdings, Inc., Tpg Tmm Holdings Ii, L.P., Ocm Tmm Holdings Ii, L.P. And Jhi Holding Limited Partnership Dated as of [ ], 2013 (April 4th, 2013)

This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ ], 2013, is made by and among: