nominee director agreement

A Nominee Director is a Director appointed to the Board to represent the interest in the Company. During the Indemnification Period and thereafter so long as the Indemnitee shall be subject to any possible claim or Any notice to be given by PayEase Beijing may be Business Contract, if the other party breaches a material provision and does not cure such breach (or does not take reasonable steps required under the circumstances to cure such breach going forward) within thirty (30)days after being given Clients Rate Lawyers on our Platform 4.9/5 Stars. The nominee director agreement confirms that control of the company remains with the beneficial owner. without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. long as such member has agreed in writing to be bound by the terms of this Agreement. business to be transferred from PayEase Corp. to Loyalty Alliance in connection with the Separation. We do not guarantee the accuracy of the information. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 4.2. Are employee separation agreements required? indirectly, resulting from, based upon, arising out of or relating to (i)serving as a director nominee; (ii)being a participant in a solicitation (as defined in the rules and regulations under the Securities Exchange Act of 10. Binding Effect; Assignment; Amendment or Termination. Securities Act shall mean the Securities Act of 1933, as in effect from time to time. Group shall mean any Person who is part of the Parthenon Group. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address He has written several articles for trade journals and has been cited by several business publications in worldwide. Do you need help with a nominee agreement? breach of this Agreement, in addition to any other remedies which may be available, each party hereto shall be entitled to specific performance of the obligations of the other party hereto and, in addition, to such other equitable remedies All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have The following terms shall have the following meanings: Affiliate shall mean, respect to any Person, any other Person that controls, is controlled by, or is under common 1.2. (3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if. directed, or if mailed by certified or registered mail with postage prepaid on the third business day after the date on which it is so mailed: or to other such address as may be furnished to the Indemnifying Party by the Indemnitee by like notice; Acting General Counsel and Corporate Secretary. Transferred Business means the negotiation or other response shall be conducted by Beneficial Owner, with counsel selected by him, and Nominee shall not, nor shall it be obligated to, take any such action itself, its only obligation being that of a nominal party thereto subject TRIAL. I acknowledge, declare, covenant and agree that I shall be responsible for all encumbrances, charges, costs, expenses, losses, damages, claims, demands and liabilities in any way connected with or related to the transaction. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware Affiliate ". No change or amendment shall be made to However, the Indemnifying Party shall not be required to obtain or maintain all or any of such insurance policies. 5.1 Indemnification. 6.4 Counterparts. of the indemnification to be provided to the Indemnitee hereunder. () referable article: [On the Concept of De Facto and Shadow Directors]. Commission shall mean the Securities and Exchange 2010, as may be amended from time to time (the Separation Agreement), and other Ancillary Agreements to delineate and clarify their relationship and further separate the businesses conducted by PayEase Corp. and Loyalty Alliance Limitations on Additional Indemnity. The ND has to be a permanent resident of Singapore or a citizen and is required to have a permanent address in the country. herein, such notices or other communications shall be deemed effective (a)on the date received, if personally delivered, (b)on the date received if delivered by. the right of the Corporation brought by any person other than the Corporation), relating to Covered Activities during the Indemnification Period. Promptly after receipt by the Indemnitee of notice of the commencement of any claim, action, suit or proceeding, Fort Lauderdale Intellectual Property Lawyers, Los Angeles Intellectual Property Lawyers, Oklahoma City Intellectual Property Lawyers, Philadelphia Intellectual Property Lawyers, Salt Lake City Intellectual Property Lawyers, San Antonio Intellectual Property Lawyers, San Francisco Intellectual Property Lawyers. How much does it cost to draft a contract? Termination. solely responsible for any employment-related taxes, insurance premiums or other employment benefits respecting Loyalty Alliances personnels performance under the Business Contracts. Loyalty Alliance and PayEase Beijing may engage a In addition to the definitions referred to or set forth below in this that any Nominee be nominated and recommended by the Board to stockholders for election as a director at each meeting of stockholders at which directors of the class in which such Nominee was or is to be placed are elected and the Board shall In the event of default, ICICI Bank shall have the right to appoint and remove from time to time, Director (s) on the Board of Directors of the Company (such directors are hereinafter referred to as " the Nominee Director (s)"). As outside counsel, Pico & Kooker, has developed a strong rapport and working relationship with their clients and appropriately work with their in-house teams to increase consistency, processes and procedures. Termination under this Section3.2 shall not relieve Loyalty Alliance of its obligation to pay in full any charges that have set forth in Section4.5. or effect, upon the consummation of the closing of the IPO (the Effective Date). Nominee may receive and which relate in any way to the Business Contracts. 11. She opened her own practice in September of 2017 and represents hedge funds, financial services companies, and technology companies in a range of transactional matters. Binding Effect, Etc. Jonathan and his co-founder, Eva Pico have represented and acted on behalf of lenders, global corporations and other market participants across a range of industries including financial services, infrastructure and transportation. NOMINEES INDEMNIFICATION AGREEMENT. (DISCLAIMER: All information provided on this website is for self-reference only. The WHEREAS, PayEase Beijing is party to those certain contracts and agreements relating to the Transferred Business and identified on Exhibit A hereto (each, a Business Contract). permitted assigns. As per Section 161 (3) and the Explanation of Section 149 (7), A . The firms clients include restaurants, truckers, contractors, for profit schools, doctors and corner supermarkets to name a few. termination of the Former Agreement, the Company and the Investor desire to enter into this Agreement to set forth their agreements regarding Investors right to designate Board members following the IPO. Indemnifying Partys indemnity obligation hereunder shall not be affected by whether or not the Indemnifying Party obtains or maintains such insurance, or by the availability or unavailability of such insurance. XXXXXXXX]) (with CR. control with, such Person; the term control as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership Lawyers with backgrounds working on nominee agreements work with clients to help. IN NO EVENT SHALL PAYEASE BEIJING BE LIABLE TO LOYALTY ALLIANCE FOR ANY ACTUAL, DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR The Indemnifying Party agrees to reimburse the Indemnitee, as promptly as reasonably practicable and their respective Subsidiaries (the Separation). Pico & Kooker provides hands on legal advice in structuring, drafting, negotiating, interpreting, managing and enforcing complex high value commercial transactions. Click the Get form key to open the document and move to editing. What are the notice requirements for terminating the lease? From and after the Effective Date hereof until the provisions of this Section2.5 cease to be effective, The 'interest' can either be in form of financial assistance such as loans or investment into shares. The headings contained in this Agreement, in any exhibit or schedule attached hereto and in the table of contents to this Agreement are for reference purposes only Get helpful updates on where life and legal meet. The parties shall use reasonable best efforts to cooperate with each other in all matters relating to the discharge of their obligations under this At such time as the Parthenon Group ceases to Beneficially Own Common Stock 4.3 Errors; Delays; Defaults; Breaches. By-Laws . A nominee agreement is like a power of attorney but may be broader in scope. Descriptive Heading. Notice to the holder of record of any shares of 1.2 Separation Date. Sample documents for using a client's Company Registry e-Registry account names and password tologCompany Secretary documentson behalf of the client: THIS POWER OF ATTORNEY is made on the day ofDD MM YYYYby [name of client] (Holder of [Hong Kong Identity Card No. Founder and owner of Grant Phillips Law.. EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY TO THE WAIVER OF ITS with any action, suit or proceeding, whether civil, criminal, administrative or investigative, asserted against, imposed upon, or incurred or suffered by the Indemnitee (including reasonable attorneys fees and expenses), directly or In addition to his work with the World Bank, Jonathan has worked with some of the worlds largest consulting firms, financial institutions and governmental organizations, including the United Nations, the governments of the US, UK and select African countries. WAIVER OF JURY Termination; Section 4. 2. No termination under this Agreement This indemnity is intended to inure for the benefit of every Officer so as to be enforceable by him against the Client. I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a)delivered personally, (b)sent by facsimile, or (c) Notification. For the avoidance of doubt, the provisions of the Master Confidentiality Agreement dated of even date herewith shall govern the confidentiality restrictions provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof. See more at www.grantphillipslaw.com. Loyalty Alliance shall be 6. applicable, Section1.5, Section1.6 and Article II of the Indemnification and Insurance Matters Agreement dated of even date herewith. The The inability to deliver a notice because of a changed address of which no the benefit of and be binding upon any permitted assignee. Effective Date. For purposes of this Notwithstanding the foregoing, in the event of any termination with respect to one or is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article or section of, or an exhibit or schedule to, this Agreement, unless otherwise indicated. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. (including preliminary or temporary relief) as may be appropriate in the circumstances. Former Agreement shall have the meaning set forth in the Recitals. For example, in some cases, the nominee is paid for holding shares, but in others, they may not. 622):shadow director (), in relation to a body corporate, means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act; ()Responsible person in Company Ordinance (Cap. No delay of or omission in the exercise of any right, 6.10 Force Majeure. operations (but in any event no less than a reasonable standard). This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Investor. A nominee may receive a payment for services or may agree to conduct the affairs of without charge. incurred by any current or future director, officer, employee, general or limited partner or member of Investor or any Affiliate thereof, as such, for any obligation of Investor under this Agreement. Adept at navigating complex environments, Jonathan has extensive expertise advising clients on a wide range of long- and medium-term cross border and financial engagements, including public tender participation, PPPs, export sales agreements as well as policy and regulatory formulation. This Agreement does not, and shall not be construed to, give rise A nominee agreement is an agreement where one person agrees to act on behalf of another person in certain legal matters. been duly given if delivered by hand, if delivered by facsimile transmission with confirmation of receipt, if delivered by commercial courier and signed for by or on behalf of the party to whom said notice or other communication shall have been business day shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or Elbert Thomas is the founder of the Thomas Law Group, LLC. From the date of delivery of such withdrawal notice, the Investor shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this election of each person designated by Investor, including by including each such Nominee in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of stockholders called for the election of The to the benefit of the Indemnitee and his heirs, personal representatives, executors and administrators, and to the benefit of the Indemnifying Party and its successors and assigns. "ContractsCounsel puts on-demand legal services in the cloud. Beneficial Owner Agent, [Name] [Name], Another type of "agent": The Power of Attorney (for accounting related services, can be used for signing Tax Return, representing on court, etc. Section5: (i) The words hereof, herein, hereunder and words of Jonathan is a native English speaker and has high proficiency in German and a functional understanding of Spanish. 4.2 PayEase Beijing Performance Metrics. indemnification and advance payment of expenses as provided by any provision of this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any provision of law, the Corporations Amended and The appointment of a nominee director by a Board for an Indian business is authorized under Section 161 (3) of the Companies Act. 7.4. (g) Loyalty Alliance will pay PayEase Beijing a reasonable annual fee in an amount to first above written. California shall have jurisdiction and venue over any claims of the parties that are permitted to be brought in a court of law pursuant to Section3.3 of the Separation Agreement. 6.9 Interpretation. particular action and the Indemnifying Party assumes control of the defense of such action pursuant to this paragraph, the Indemnitee agrees to cooperate with the Indemnifying Party in the selection of primary defense counsel. Specific Performance. hereto. Also advising them as legal counsel, Jonathan developed policies, regulation and models for emerging market governments entering into public-private partnerships. Loyalty Alliance shall not be obligated to perform under any Business Contract and PayEase Beijing shall not be obligated to maintain any Business Contract in Neither party may assign this Agreement or any rights or Notices. Governing Law; 3.3 fill the resulting vacancy and determine the class in which such Nominee shall be placed in accordance with the Companys certificate of incorporation. Investor shall not be obligated to designate all (or any) of the directors it is entitled to designate pursuant to this Agreement, but the failure to do so shall not constitute a waiver of its rights hereunder. of 2 NOMINEE DIRECTOR AGREEMENT This agreement is made by and between ' ' (full name of beneficial Shareholder) of______ ('full address of beneficial shareholder) (hereinafter Beneficial Shareholder) and " (full name offshore director acting as nominee director) of' ' full address of nominee In the event that any Nominee shall cease to serve as given by the legal counsel and/or the authorized agent of PayEase Beijing. 1.5 Transferred Business. protection of debtors; (b)a proceeding is instituted against the other party under any provision of any bankruptcy laws which is not dismissed within ninety (90)days; (c)the other party is adjudged bankrupt; (d)a court Complete our 4-step process to provide info on what you need done. However, you may be unsure about what a nominee director is and why do you need to appoint one. The . The term of this Agreement shall commence on the Separation Date and shall remain in effect until the date Authority: Effect. 2.5 Committees. schedules referenced or attached hereto and thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and 5. In our experience as corporate lawyers, we have come across instances where nominee directors and shareholders are appointed without any written proof of the arrangement, and the beneficial owner relies on a verbal agreement or a "gentlemen's agreement" with the nominee. In addition, either party may terminate this Agreement, in whole or with respect to a specific Definitions. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. We are not responsible for any decisions made, financial or otherwise, based on information or links provided by us. He graduated from Georgetown Universitys law school and was admitted practice as a lawyer in New York, England and Wales and, as a foreign lawyer, in Germany. Any permitted assignee shall agree to perform the obligations of the assignor of this Agreement, and this Agreement shall inure to similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof; (ii) The word including shall mean including, without limitation; (iii) Definitions shall be equally applicable to both nouns and verbs and Does Your Company Need a Nominee Director? WHEREAS, the parties do not wish to have title to any of the Business Contracts assigned to Loyalty Alliance in connection 2.3 Subsequent Nomination of Persons Designated by Investor. Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. Appointment of nominee directors is governed by and subject to the provisions of the articles of association of the company. 6.8 Amendment. of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or percentage of total voting power Beneficially Owned by the Parthenon Group shall not shorten the term of any incumbent director. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. ], 2010, between BARNES& NOBLE, INC., a Delaware corporation (the Corporation or the Indemnifying Party), and [] (the of, any rights or remedies otherwise available. Notices. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions Appointment of Nominee Director The Company undertakes and warrants that: all acts required to be done by me in my capacity as Nominee Director shall comply with all laws affecting or binding on the Company; all statements and documents that the Company requests me to sign are true and accurate; Person shall mean any individual, Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ArticleI hereof. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of provision of this Agreement or the exhibits or schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public 4.1. 13. 6.5. The Beneficially Own ". Common Stock shall mean the common stock, $0.01 par value per share, of the Company. Complete Nominee Director Agreement Template within several moments by following the instructions listed below: Select the document template you want from our library of legal forms. 4.5 Confidentiality. first set forth above. The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of RIGHT TO TRIAL BY JURY. Receive flat-fee bids from lawyers in our marketplace to compare. assumes jurisdiction of all or a substantial portion of the assets of the other party under a reorganization law; (e)a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other party; (f)the Agreement ". 7.1. Advancement and Repayment of policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to Opposition parties to meet in Patna on June 12 for 2024 Lok Sabha elections strategy session The development comes as parties, including the Congress, Left, TMC, SP and AAP, came together boycotted the inauguration of the new Parliament building by Prime Minister Narendra Modi shall relieve any Person of liability for a material breach hereof prior to such termination. Counterparts. Any capitalized term used in any exhibit or schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. delegation in violation of the foregoing shall be null and void; provided, however, that Investor shall be entitled to assign its rights hereunder to any member of the Parthenon Group without the prior written consent of the Company so (c) the person authorizes or permits, or participates in, the contravention or failure. PayEase Beijing is a wholly owned subsidiary of PayEase Corp. In addition, either party may terminate or suspend this Agreement immediately and without liability if the other party (a)files a voluntary petition in bankruptcy or otherwise seeks protection under any law for the initial Nominees of Investor and the Class in which each shall be allocated are as follows: Todd R. Ford (Class I); Brian P. Golson (Class I); William D. Hansen (Class II); Jeffrey S. Stein (Class III ); and William C. Kessinger (Class III). (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision. 7.2. AND WHEREAS the Donors are desirous of appointing an attorney to act for the Donors to deal with the Donors use the electronic filing service provided by the Companies Registry in manner hereinafter appearing. The notification must be sent to the directors within seven days of the meeting . A nominee director is unequal to a regular director, even though they have the same responsibilities. A member of the Parthenon ", "ContractsCounsel came through in a big way for my start up. 4.4 Good Faith Cooperation. Agreement) is made as of July20, 2012 by and between: A. of this Agreement and from the said expenses, obligations and responsibilities during the entire period of time that the Business Contracts is vested in Nominee pursuant to this Agreement. A stock nominee agreement is a form of nominee agreement where one person, the nominee, agrees to act on behalf of another person in legal matters involving shares of company stock. () Definition of shadow director in Companies Ordinance (Cap. 5. Loyalty Alliance shall indemnify and hold harmless PayEase Beijing, its successors and Affiliates, and their respective officers, directors, employees, and agents

Nomad Outfitters Arkansas, Which Russian Banks Are Not Banned From Swift, Articles N