Examples of Nominee Agreements in a sentence
In accordance with the Nominee Agreements, each of the Nominees has consented to serve as a nominee (a "Xxxxxxxx Nominee") of Stockholder for election as a member (a "Director") of the Company's Board of Directors (the "Board") at the Company's 1999 annual meeting of stockholders (the "Annual Meeting") and has agreed to support Stockholder's solicitation of proxies (the "Solicitations") in connection therewith.
This Agreement, the Organizational Documents, the Plans, the Nominee Agreements and the North Bay Shareholders’ Agreement constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
This Agreement, the Organizational Documents, the Investors Agreement, the Commitment Letters, the Share Purchase Agreement, the Plans and the Nominee Agreements constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
For the avoidance of doubt, all revenue generated by the Nominee Agreements after the date of the Closing is for the benefit of Beneficial Owner and shall be paid to Beneficial Owner within five (5) business days of Nominee’s receipt of such revenue, or shall otherwise be paid in such manner as directed by Beneficial Owner in writing, but in no event in less than five (5) business days after receipt by any Nominee.
The Nominee Agreements each provide, among other things, as follows: * The nominee has acknowledged that he has agreed to become a member of the slate of nominees to stand for election as directors of the RJR Nabisco in connection with a proxy contest with management of the RJR Nabisco in respect of the election of directors of RJR Nabisco at the Annual Meeting.
The Nominee Agreements have been duly executed and delivered by each of the Nominees and constitute valid and legally binding obligations of each of the Nominees enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally.
Notwithstanding anything in the foregoing to the contrary, in no event shall any Nominee be relieved of any liability for: (a) conduct not undertaken in good faith; (b) conduct that amounts to gross negligence, recklessness, fraud, or willful malfeasance; (c) conduct that constitutes a willful breach of this Agreement or any of the Nominee Agreements; or (d) any unlawful action.
Each Nominee shall have the authority to perform such acts reasonably deemed necessary to perform obligations arising under the Nominee Agreements.
We specifically reserve our right to make further requests following the delivery of the Nominee Agreements and any other agreements, arrangements or understandings requested above.
Each Credit Party shall enforce the obligations of all Affiliated Practices under, and in accordance with, the Management Agreements and Nominee Agreements to which each such Affiliated Practice shall be a party from time to time, in all cases a manner consistent with the reasonable business judgment of the applicable Credit Party regarding such enforcement.