Nominating Agreement Sample Contracts

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Nominating Agreement (May 12th, 2017)

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Metro SPV LLC (ICG).

Nominating Agreement (May 12th, 2017)

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Elliott Management Corporation (Elliott).

Eagle Bulk Shipping Inc – First Amendment to Nominating Agreement (April 19th, 2016)

This FIRST AMENDMENT TO NOMINATING AGREEMENT (this "Amendment"), dated as of April 18, 2016, is entered into by and between Eagle Bulk Shipping Inc., a Marshall Islands corporation (the "Company"), and GoldenTree Asset Management LP, a Delaware limited partnership ("GoldenTree"), acting in its capacity as investment manager or advisor to certain private investment funds and managed accounts (the "GoldenTree Funds").

Eagle Bulk Shipping Inc – Nominating Agreement (March 30th, 2016)

NOMINATING AGREEMENT (this "Agreement"), dated as of March 30, 2016, by and between Eagle Bulk Shipping Inc., a Marshall Islands corporation (the "Company"), and GoldenTree Asset Management LP, a Delaware limited partnership ("GoldenTree"), acting in its capacity as investment manager or advisor to certain private investment funds and managed accounts (the "GoldenTree Funds") that Beneficially Own shares of Company Common Stock (as defined below).

Nominating Agreement (November 12th, 2015)

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (Third Avenue).

Nominating Agreement (November 12th, 2015)

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, Ares).

Civitas Solutions, Inc. – Director Nominating Agreement (September 22nd, 2014)

THIS DIRECTOR NOMINATING AGREEMENT (this Agreement) is made and entered into as of September 22, 2014, by and among Civitas Solutions, Inc., a Delaware corporation (the Company), and NMH Investment, LLC, a Delaware limited liability company (NMH Investment).

Civitas Solutions, Inc. – Director Nominating Agreement (August 27th, 2014)

THIS DIRECTOR NOMINATING AGREEMENT (this Agreement) is made and entered into as of September , 2014, by and among Civitas Solutions, Inc., a Delaware corporation (the Company), and NMH Investment, LLC, a Delaware limited liability company (NMH Investment).

CKE Inc. – Nominating Agreement (July 30th, 2012)

This Nominating Agreement (this Agreement), dated as of , 2012, by and among CKE Inc., a Delaware corporation (the Company), and Apollo Management VII, L.P. (Apollo Management).

Nominating Agreement (April 3rd, 2012)

This Nominating Agreement (this Agreement), dated as of April 3, 2012, by and among Rexnord Corporation, a Delaware corporation (the Company), and Apollo Management VI, L.P. (Apollo Management).

Nominating Agreement (April 3rd, 2012)

We intend to enter into an agreement with Apollo pursuant to which Apollo will have the right, at any time until Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, to require us to increase the size of our board of directors by such number that, when added to the number of directors designated by Apollo, would constitute a majority of our board of directors, and to fill those vacancies with directors nominated by Apollo. Until such time as Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, Apollo will have the right to nominate four designees to our board of directors. After Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, but until such time as Apollo no longer beneficially owns at least 33 1/3% of our outstanding common stock, Apollo will have the right to nominate three designees to our board of directors. In addition, under our bylaws, until such time as Apollo no longer beneficially o

Nominating Agreement (February 22nd, 2012)

This Nominating Agreement (this Agreement), dated as of , 2012, by and among Rexnord Corporation, a Delaware corporation (the Company), and Apollo Management VI, L.P. (Apollo Management).

Postmedia Network Canada Corp. – Nominating Agreement (June 8th, 2011)

THIS AGREEMENT (Agreement), dated July 13, 2010, is entered into by and between Postmedia Network Canada Corp., a corporation governed by the laws of Canada (the Company) and GoldenTree Asset Management LP (the Shareholder), a limited partnership governed by the laws of State of Delaware.

Nominating Agreement (May 17th, 2011)

This Nominating Agreement ("Agreement") is entered into as of May 11, 2011 (the "Effective Date"), by and between WebMediaBrands Inc., a Delaware corporation (the "Company") and Justin L. Smith ("Smith").

Nominating Agreement (March 30th, 2011)

This NOMINATING AGREEMENT (this "Agreement") is made as of November 16, 2010 by and among UniTek Global Service, Inc., a Delaware corporation (the "Company"), and those holders of capital stock of the Company listed on Exhibit A hereto (each a "Controlling Stockholder" and collectively, the "Controlling Stockholders").

Nominating Agreement (February 17th, 2009)

THIS NOMINATING AGREEMENT (this "Agreement"), of Bridgepoint Education, Inc., a Delaware corporation (the "Company") is made as of February 17, 2009, by and between the Company and Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus") to be effective as of the time of the Company's initial public offering.

Nominating Agreement (August 23rd, 2007)

THIS NOMINATING AGREEMENT, dated as of June 30, 2006 (the Agreement), is made by and between Stallion Oilfield Holdings, Ltd., a Texas limited partnership (Stallion Holdings), C/R Stallion Investment Partnership, L.P., a Delaware limited partnership (C/R Stallion), and Stallion Oilfield Services, Inc., a Delaware Corporation (the Company).

Bway Holding Company – Nominating Agreement (May 30th, 2007)

NOMINATING AGREEMENT, dated as of [ ], 2007 (this Agreement), by and among BWAY Holding Company, a Delaware corporation (the Company), Kelso Investment Associates VI, L.P., a Delaware limited partnership (KIA VI) and KEP VI, LLC, a Delaware limited liability company (KEP VI; and, together with KIA VI, Kelso).

Nominating Agreement (April 11th, 2007)

THIS NOMINATING AGREEMENT (this Agreement), dated as of May 23, 2005, is entered into by and between Citi Trends, Inc., a Delaware corporation (the Company), and Hampshire Equity Partners II, L.P., a Delaware limited partnership (Hampshire).

Contract (September 14th, 2005)

Exhibit 10.1 AMENDMENT NO. 2 TO NOMINATING AGREEMENT This Amendment No. 2 is dated as of September 10, 2005 (this "Amendment") by and between Perrigo Company, a Michigan corporation (the "Buyer") and Moshe Arkin (the "Shareholder") of Buyer. WHEREAS, Buyer and Shareholder entered into a Nominating Agreement, dated as of November 14, 2004 as amended as of July 12, 2005 (the "Nominating Agreement") and wish to amend the Nominating Agreement to modify certain provisions concerning Shareholder's term of office as a director of Buyer; NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined shall

Contract (July 18th, 2005)

Exhibit 10.1 NOMINATING AGREEMENT This NOMINATING AGREEMENT (this "AGREEMENT") is made as of November 14, 2004 between Perrigo Company, a Michigan corporation ("BUYER"), and the undersigned shareholder ("SHAREHOLDER") of Agis Industries (1983) Ltd., an Israeli public company (the "COMPANY"). RECITALS: WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Perrigo Israel Opportunities, Ltd., a private Israeli company and indirect wholly owned subsidiary of Buyer ("MERGER SUB"), and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "MERGER AGREEMENT"), pursuant to which Merger Sub will be merged with and into the Company (the "MERGER"); WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer and Shareholder are entering into (i) an Undertaking Agreement (the "UNDERTAKING AGREEMENT"), pursuant to which Shareholder agre

Contract (July 18th, 2005)

Exhibit 10.2 AMENDMENT TO NOMINATING AGREEMENT This Amendment to Nominating Agreement is dated as of July 12, 2005 (this "Amendment") by and between Perrigo Company, a Michigan corporation (the "Buyer") and Moshe Arkin (the "Shareholder"). WHEREAS the Buyer and Shareholder entered into a Nominating Agreement, dated as of November 14, 2004 (the "Nominating Agreement"), which provided, among other things, that the Buyer agreed to provide Shareholder with the right to designate directors to the Board of Directors of Buyer in the manner and time set forth in the Nominating Agreement; and WHEREAS the Buyer and Shareholder wish to amend the Nominating Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Ame

Nominating Agreement (March 25th, 2005)

THIS NOMINATING AGREEMENT (this Agreement), dated as of February 8, 2005, is entered into by and among FairPoint Communications, Inc., a Delaware corporation (the Company), Kelso Investment Associates V, L.P., a Delaware limited partnership (KIA V), Kelso Equity Partners V, L.P., a Delaware limited partnership (KEP V and together with KIA V, Kelso) and Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (THL). Kelso and THL, together with the affiliates of THL listed on Schedule A attached hereto, are referred to herein collectively as the Stockholders.

Form of Nominating Agreement (January 31st, 2005)

THIS NOMINATING AGREEMENT (this Agreement), dated as of February [__], 2005, is entered into by and among FairPoint Communications, Inc., a Delaware corporation (the Company), Kelso Investment Associates V, L.P., a Delaware limited partnership (KIA V), Kelso Equity Partners V, L.P., a Delaware limited partnership (KEP V and together with KIA V, Kelso) and Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (THL). Kelso and THL, together with the affiliates of THL listed on Schedule A attached hereto, are referred to herein collectively as the Stockholders.

Jorgensen (Earle M.) Co – Nominating Agreement (December 22nd, 2004)

NOMINATING AGREEMENT, dated as of (this Agreement), by and among Earle M. Jorgensen Company a Delaware corporation (the Company), Kelso Investment Associates, L.P., a Delaware limited partnership (KIA LP), Kelso Equity Partners II, L.P., a Delaware limited partnership (KEP II), KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership (KIA III-EMJ), and Kelso Investment Associates IV, L.P., a Delaware limited partnership (together with KIA LP, KEP II and KIA III-EMJ, Kelso).

Nominating Agreement (November 18th, 2004)

This NOMINATING AGREEMENT (this Agreement) is made as of November 14, 2004 between Perrigo Company, a Michigan corporation (Buyer), and the undersigned shareholder (Shareholder) of Agis Industries (1983) Ltd., an Israeli public company (the Company).

Nominating Agreement (July 26th, 2004)

This Nominating Agreement (this Agreement), dated as of July 25, 2004, by and among Educate, Inc., a Delaware corporation (the Company), Apollo Sylvan, LLC, a Delaware limited liability company (Apollo Sylvan), and Apollo Sylvan II, LLC, a Delaware limited liability company (Apollo Sylvan II).

Nominating Agreement (June 29th, 2004)

This Nominating Agreement (this Agreement), dated as of , 2004, by and among Educate, Inc., a Delaware corporation (the Company), Apollo Sylvan, LLC, a Delaware limited liability company (Apollo Sylvan), and Apollo Sylvan II, LLC, a Delaware limited liability company (Apollo Sylvan II).