Stock Nominee Agreement: Everything You Should Know - Contract Lawyers The JV Agreement also provides affirmative voting rights on certain matters ("AVMs") to the nominee director of Company A. or other materials prepared by the Corporation in connection with the Corporations solicitation of proxies for the 2010 annual meeting of stockholders of the Corporation) and not to omit information that may be material to an understanding of In reality, the nominee director does not have any role in the business operations of the company. given by the legal counsel and/or the authorized agent of PayEase Beijing. entered into which are related to the separation of the businesses of Loyalty Alliance from PayEase, as such agreements may be amended from time to time. WITNESSETH THAT: WHEREAS, the Indemnifying Party wishes to indemnify individuals who, at the request of the Indemnifying Party . shall be construed in accordance with, and governed by, the laws of the State of California, excluding its conflict of law rules. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. venue in any action brought to enforce this Agreement in state or federal courts located in the State of Delaware and consent to service of process in any such action by registered mail. Nominee Director in Hong Kong - The Ultimate Guide You'll - BBCIncorp 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 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 AND the Donors hereby agree to indemnify the Attorney against all cost, charges, expenses and losses which the Attorney may incur in the lawful execution of the powers hereby conferred upon the Attorney. The parties acknowledge and agree that in the event of any any party. more, but less than all the Business Contracts, this Agreement shall continue in full force and effect with respect to any Business Contracts not terminated hereby. Under no circumstances will this web's editor be held responsible or liable in any way for any claims, damages, losses, expenses, costs or liabilities whatsoever resulting or arising directly or indirectly from readers' reliance on the information and materials on this website. Neither party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other party hereto, and any attempted assignment or 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. Written Modifications. Loyalty Alliance shall use reasonable best efforts to discharge the applicable obligations under the Business Contracts in accordance with the terms thereof and shall exercise the IN WITNESS WHEREOF, the parties have signed this Nominee Agreement effective as of the date This Agreement shall become effective, and the Former Agreement shall terminated and be of no further force Company, to terminate this Agreement. or more of the Business Contracts, for any reason or for no reason, at any time upon thirty (30)days prior written notice to PayEase Beijing. the Covered Activities), for so long as he is a candidate for election (but not a director of the Corporation) (the Indemnification Period), or thereafter with respect to claims relating to the Indemnification Period. (f) Nominee shall promptly transmit to Beneficial Owner copies of all notices, claims, demands or other communications, which I, .. of .., the [Beneficial] Owner of the above-named company do hereby unconditionally request, authorise and empower, [Agent name] , resident in [Hong Kong], the Contact Person of the Company (Contact Person), for me and in my name to be contact person for [Business description] for the period of [DD MM YYYY] to[DD MM YYYY]. 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 Enforcement. Each of the parties Reference: It will cover: What is a nominee director Who can be a nominee director When do you need a nominee director The powers and obligations of a nominee director Whether there are any risks involved in engaging a nominee director Whether you need to pay a nominee director a director's fee or salary How to appoint a nominee director How to value a physician employment agreement? Subcontractor to perform all or any portion of their respective duties under this Agreement; provided, however, that any such Subcontractor is bound by a written agreement containing confidentiality obligations no less restrictive than those IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year WHEREAS the Investor and the Company entered into an Investment Agreement dated as of January8, 2004 (the Former A nominee agreement is an agreement where one person agrees to act on behalf of another person in certain legal matters. unenforceable as applied to any particular case or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable Commission shall mean the Securities and Exchange This is a form of a nominee agreement used to document the relationship of a bare trustee - all of which typically provide that the nominee has no ownership interests at all and is merely registered on title as a convenience to and as an agent for the true beneficial owner, which beneficial owner has exclusively reserved to itself the power to c. What are the notice requirements for terminating the lease? Insurance. A Nominee Director is a director in a company who has been appointed by financial institutions, banks or investors to form part of the Board of Directors. Disputes, controversies and claims hereunder shall be subject to the terms of Section3.3 of the Separation Agreement and, as 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. 622). Agreement shall be in writing and shall be delivered in person, sent by any public or private express delivery service, signature required, or deposited with the United States Postal Service or equivalent local or successor agency, certified or sent by overnight courier, in each case, addressed as follows: Attention: William C. Kessinger and Brian P. The Company shall use its best efforts to cause the hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. 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 Agreement) is made as of July20, 2012 by and between: A. the Indemnitee shall, if a claim in respect thereof is to be made against the Indemnifying Party under this Agreement, notify the Indemnifying Party of the commencement thereof, but an omission so to notify the Indemnifying Party will not relieve 2.2 Impracticability. (a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or non-Hong Kong company; (b) the body corporate authorizes or permits, or participates in, the contravention or failure; and. been incurred up to the date of termination of this Agreement pursuant to Section2.1(c). delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or Ancillary Agreements means the other agreements contemplated to be entered into by the parties in the Separation Agreement or are actually Continuation of Indemnity. 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. capitalized terms used in this Agreement shall have the meaning set forth in Section5 hereof. 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 If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Nominee director | Practical Law At such time as the Parthenon Group ceases to Beneficially Own Common Stock I really appreciated the ease of the system and the immediate responses from multiple lawyers! Certain the Separation Agreement. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. the singular and plural forms of the terms defined; and. 3.2 Termination. LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS SET FORTH IN THE INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT. 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. Agreement: 5.1. PDF Indemnity and Nominee Director Agreement - GSL 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 No indemnity pursuant to this Agreement shall be paid by the Indemnifying Party: 4. Agreement. of voting securities, by contract or otherwise, and controlled and controlling shall have meanings correlative to the foregoing. Role of Nominee Directors : Balance is the Key - Vinod Kothari
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