EXHIBIT 7.2 ----------- AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
Contract Type FiledSeptember 27th, 2007 Company Industry Jurisdiction
GOVERNANCE AGREEMENTGovernance Agreement • July 20th, 2022 • England
Contract Type FiledJuly 20th, 2022 Jurisdiction
GOVERNANCE AGREEMENT among TRIPADVISOR, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011Governance Agreement • December 30th, 2011 • Diller Barry • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledDecember 30th, 2011 Company Industry JurisdictionGovernance Agreement, dated as of December 20, 2011, among TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”), and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.
GOVERNANCE AGREEMENTGovernance Agreement • July 14th, 2015 • Solar Power, Inc. • Semiconductors & related devices • Wisconsin
Contract Type FiledJuly 14th, 2015 Company Industry JurisdictionTHIS 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.
SECOND AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNINGGovernance Agreement • September 29th, 2022 • Indiana
Contract Type FiledSeptember 29th, 2022 JurisdictionThis Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of July 1, 2020 (the “Effective Date”), is made by and among the Northwest Indiana Regional Development Authority (“RDA”), the Northern Indiana Commuter Transportation District (“NICTD”) and the Indiana Finance Authority (“IFA”) for the purpose of amending and restating the Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Amended Governance Agreement”), effective as of June 24, 2019 (the “Effective Date of the Amended Governance Agreement”), which amended and restated the Governance Agreement Concerning Development of the Rail Projects (the “Original Governance Agreement”), effective as of August 31, 2018 (the “Effective Date of the Original Governance Agreement”), both by and among RDA, NICTD, and IFA. RDA, NICTD, and IFA are sometimes referred to individually herein as a “Party” or collectively as the
FORM OFGovernance Agreement • June 17th, 2002 • Nestle Holdings Inc • Ice cream & frozen desserts • Delaware
Contract Type FiledJune 17th, 2002 Company Industry Jurisdiction
GOVERNANCE AGREEMENTGovernance Agreement • July 10th, 2018
Contract Type FiledJuly 10th, 2018Clause Page 1. Definitions & Interpretation 3 2. Term 4 3 Performance of Undertaking 6 4 Business Plan 6 5 Management of Company 6 6 Status of Company 7 7 Business Conduct of Company 8 8 Shareholder Consent 8 9 Insurance 8 10 Provision of Services by the Council 8 11 Liability 9 12 Termination 9 13 Force Majeure 10 14 Maintenance of Records 10 15 Reports And Written Material 11 16 Audit 11 17 Confidential Information 11 18 Freedom of Information 12 19 Notices 12 20 Dispute Resolution 12 21 Ancillary Provisions 13 22 Governing Law 14 23 Exclusion of Contracts (Rights of Third Parties) Act 1999 14 Schedule 1 Council Services 16 Schedule 2 Management of the Company 17 Schedule 3 Governance Framework 20 Schedule 4 Insurance Requirements 28 Schedule 5 Reserved Matters 29
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • December 20th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
Contract Type FiledDecember 20th, 2002 Company Industry Jurisdiction
EXHIBIT CGovernance Agreement • October 8th, 1999 • Kinder Richard D • Pipe lines (no natural gas) • Delaware
Contract Type FiledOctober 8th, 1999 Company Industry Jurisdiction
1 EXHIBIT DGovernance Agreement • October 8th, 1999 • Morgan Associates Inc • Pipe lines (no natural gas) • Delaware
Contract Type FiledOctober 8th, 1999 Company Industry Jurisdiction
AMENDED AND RESTATED GOVERNANCE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION AND ROUST TRADING LTD. Dated as of July 9, 2012Governance Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledJuly 11th, 2012 Company Industry JurisdictionTHIS AMENDED AND RESTATED GOVERNANCE AGREEMENT (this “Agreement”) is entered into as of July 9, 2012 (the “Effective Date”), by and between Central European Distribution Corporation (the “Company”) and Roust Trading Ltd. (“RTL”).
Exhibit A to the Strategic Alliance Agreement GOVERNANCE AGREEMENT dated as of [ ], 1995, between CIBA-GEIGY LIMITED, a Swiss corporation ("Ciba"), and HEXCEL CORPORATION, a Delaware corporation ("Hexcel"). WHEREAS Hexcel, Ciba and Ciba- Geigy...Governance Agreement • October 11th, 1995 • Ciba Geigy Corp • Metal forgings & stampings • Delaware
Contract Type FiledOctober 11th, 1995 Company Industry Jurisdiction
SECTION 1 STANDSTILL AND VOTINGGovernance Agreement • March 28th, 2000 • Northwest Airlines Corp • Air transportation, scheduled • Delaware
Contract Type FiledMarch 28th, 2000 Company Industry Jurisdiction
GOVERNANCE AGREEMENTGovernance Agreement • December 21st, 2016 • Delaware
Contract Type FiledDecember 21st, 2016 JurisdictionTHIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (the “Company”), Yeled Invest S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg ( “Yeled”), and Destination Maternity Corporation, a Delaware corporation (“DM”).
AMENDED & RESTATED GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of May 25, 2011Governance Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
Contract Type FiledMay 25th, 2011 Company Industry JurisdictionAMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of May 25, 2011 (this “Agreement”), among GNS II (U.S.) CORP., a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Company” (the “Company”), THE MOSAIC COMPANY, a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Holding Company” and will be a wholly-owned subsidiary of the Company (“Old Mosaic”), and EACH OF THE OTHER PARTIES HERETO (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • August 1st, 2007 • Theravance Inc • Pharmaceutical preparations • Delaware
Contract Type FiledAugust 1st, 2007 Company Industry JurisdictionThis Amendment to the Amended and Restated Governance Agreement (this “Amendment”) is entered into effective as of April 25, 2007, by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), Theravance, Inc., a Delaware corporation (the “Company”), GlaxoSmithKline plc, an English public limited company (“GlaxoSmithKline”) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GGL” and with each of GSK, GlaxoSmithKline and the Company, a “Party”) and amends the Amended and Restated Governance Agreement (the “Governance Agreement”) entered into as of June 4, 2004, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.
GOVERNANCE AGREEMENTGovernance Agreement • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
Contract Type FiledAugust 19th, 2019 Company Industry Jurisdiction
EXCHANGE AGREEMENTGovernance Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
Contract Type FiledApril 16th, 2019 Company Industry JurisdictionSecond Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).
GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDER April 23, 2013Governance Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
Contract Type FiledFebruary 20th, 2014 Company Industry JurisdictionThis GOVERNANCE AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”); the shareholder of the Company listed on Schedule A hereto (the “BC Investor”); the shareholder of the Company listed on Schedule B hereto (the “Silver Lake Investor”); and the shareholder of the Company listed on Schedule C hereto (the “Additional Shareholder” and, together with the BC Investor and the Silver Lake Investor, the “Shareholders”).
GOVERNANCE AGREEMENTGovernance Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York
Contract Type FiledJanuary 22nd, 2019 Company Industry JurisdictionThis GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), and Enstar Holdings (US) LLC, a Delaware limited liability company (“Enstar”).
Roles and Principles of Governance AgreementGovernance Agreement • May 13th, 2023
Contract Type FiledMay 13th, 2023
GOVERNANCE AGREEMENTGovernance Agreement • April 14th, 2015
Contract Type FiledApril 14th, 2015
Queenstown Lakes District GOVERNANCE AGREEMENTGovernance Agreement • October 30th, 2013
Contract Type FiledOctober 30th, 2013
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • July 26th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 26th, 2004 Company Industry JurisdictionThis AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, Glaxo Group Limited, a limited liability company organized under the laws of England and Wales ("GGL" and with each of GSK, GlaxoSmithKline and the Company, a "Party").
THIRD AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNINGGovernance Agreement • September 21st, 2022 • Indiana
Contract Type FiledSeptember 21st, 2022 JurisdictionThis Third Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of , 2022 (the “Effective Date”), is made by and among the Northwest Indiana Regional Development Authority (“RDA”), the Northern Indiana Commuter Transportation District (“NICTD”) and the Indiana Finance Authority (“IFA”) for the purpose of amending and restating the Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Original Second Amended Governance Agreement”), effective as of July 1, 2020 (the “Effective Date of the Second Amended Governance Agreement”), as amended and supplemented by the First Amendment to Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects, dated as of February 3, 2021 (the “First Amendment” and together with the Original Second Amended Governance Agreement, the “Second Amended Governance Agreement”), which amended and restated the Amen
AMENDED AND RESTATED GOVERNANCE AGREEMENT Among FORDING CANADIAN COAL TRUST - and - FORDING (GP) ULC - and - FORDING AMALCO INC. - and - ONTARIO TEACHERS’ PENSION PLAN BOARD August 24, 2005Governance Agreement • January 26th, 2006 • Fording Canadian Coal Trust • Bituminous coal & lignite surface mining • Alberta
Contract Type FiledJanuary 26th, 2006 Company Industry Jurisdiction
GOVERNANCE AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006Governance Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
Contract Type FiledNovember 17th, 2006 Company JurisdictionTHIS GOVERNANCE AGREEMENT (the “Agreement“), dated as of July 20, 2006, relating to FBR Capital Markets Corporation (“FBR” or the “Company”) is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and, together with Crestview ERISA, “Purchaser”).
MULTI-YEAR GOVERNANCE AGREEMENTGovernance Agreement • November 12th, 2015 • Ontario
Contract Type FiledNovember 12th, 2015 JurisdictionAND WHEREAS Metrolinx has worked with the transit service providers of various Ontario municipalities to facilitate joint procurements of transit system vehicles, equipment, technology, facilities and related supplies and services;
GOVERNANCE AGREEMENTGovernance Agreement • January 18th, 2020
Contract Type FiledJanuary 18th, 2020
GOVERNANCE AGREEMENTGovernance Agreement • May 3rd, 2007 • Stover Foundation • Services-help supply services • Delaware
Contract Type FiledMay 3rd, 2007 Company Industry JurisdictionThis Governance Agreement (this “Agreement”), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation (the “Company”), DelStaff, LLC, a Delaware limited liability company (“DelStaff”), and Michael T. Willis, a natural person and a member of DelStaff (for the purposes of Articles II and IV only) and W. Robert Stover, a natural person (for the purposes of Section 5.3 only).
GOVERNANCE AGREEMENTGovernance Agreement • November 16th, 2016 • Intermolecular Inc • Semiconductors & related devices • Delaware
Contract Type FiledNovember 16th, 2016 Company Industry JurisdictionThis 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.”
UNION COUNTY, OREGON GOVERNANCE AGREEMENT VERSION 4.0Governance Agreement • March 20th, 2017
Contract Type FiledMarch 20th, 2017
GOVERNANCE AGREEMENTGovernance Agreement • November 4th, 2015 • Ontario
Contract Type FiledNovember 4th, 2015 JurisdictionIn consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows.
ContractGovernance Agreement • January 19th, 2023
Contract Type FiledJanuary 19th, 2023Governance Agreement on the working relationship between Defra and the Advisory Committee on Releases to the Environment (ACRE)
AMENDED AND RESTATED GOVERNANCE AGREEMENT Among FORDING CANADIAN COAL TRUST - and - FORDING (GP) ULC - and - FORDING AMALCO INC. - and - TECK COMINCO LIMITED August 24, 2005Governance Agreement • January 26th, 2006 • Fording Canadian Coal Trust • Bituminous coal & lignite surface mining • Alberta
Contract Type FiledJanuary 26th, 2006 Company Industry Jurisdictionan unlimited liability company existing under the laws of the Province of Nova Scotia and an indirect wholly-owned subsidiary of the Trust,