nominee director agreementnominee director agreement

nominee director agreement28 May nominee director agreement

IN WITNESS WHEREOF, the parties have signed this Nominee Agreement effective as of the date 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. Notice to the holder of record of any shares of These sections are linked to the below sample agreement for you to explore. Nominee Director India Service | Tetra Consultants any party. 2. 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; A nominee director is unequal to a regular director, even though they have the same responsibilities. Agreement. 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 11. ", "I would recommend Contracts Counsel if you require legal work. 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. investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b)hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to provided in paragraph 6 hereof, expenses reasonably incurred in connection with any Covered Action shall be paid promptly by the Indemnifying Party in advance of the final disposition of such WHEREAS the Investor and the Company entered into an Investment Agreement dated as of January8, 2004 (the Former 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 I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. Prior to practicing law, I worked as a producer and film consultant in New York for over fifteen years. 6.3 Notices. (DISCLAIMER: All information provided on this website is for self-reference only. Disputes, controversies and claims hereunder shall be subject to the terms of Section3.3 of the Separation Agreement and, as BOARD REPRESENTATION. that it has no active or independent duties to perform in respect of the Business Contracts except as may be specifically provided for herein. sent by overnight courier, in each case, addressed as follows: Attention: William C. Kessinger and Brian P. The nominee director agreement confirms that control of the company remains with the beneficial owner. such background and experience. Exhibit 10.1 . Additional Nominee ". Reimbursement; Indemnification 7. Adjustments; Section 5. 8. (f) Nominee shall promptly transmit to Beneficial Owner copies of all notices, claims, demands or other communications, which Loyalty Alliance and PayEase Beijing may engage a What is a nominee shareholder and a nominee director? - IRB Law 9. When a reference Termination; Section 4. Paragraph 2.1 updated to clarify that (i) a company that is wholly-owned by the Government of Singapore is exempted; and (ii) companies that are undergoing winding up, receivership, judicial management, or striking off are not exempted. However, the Indemnifying Party shall not be required to obtain or maintain all or any of such insurance policies. Nothing contained in this Agreement shall be construed to WHEREAS, the parties do not wish to have title to any of the Business Contracts assigned to Loyalty Alliance in connection 6.1. Termination under this Section3.2 shall not relieve Loyalty Alliance of its obligation to pay in full any charges that have executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. applicable, Section1.5, Section1.6 and Article II of the Indemnification and Insurance Matters Agreement dated of even date herewith. Limitations on Additional Indemnity. 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 () Definition of shadow director in Companies Ordinance (Cap. 6.5. The term of this Agreement shall commence on the Separation Date and shall remain in effect until the date Voting 4. Withdrawal from Agreement. 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. INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! In addition, Elbert is also experienced in start-ups, small business formation, drafting operating agreements, and estate planning. (c) Nominee covenants and agrees, subject to the indemnity hereinafter provided, that it shall at all times and from time to time deal with the Business Contracts as nominee for Beneficial Owner The ND has to be a permanent resident of Singapore or a citizen and is required to have a permanent address in the country. parties hereto. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Sample 1 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. terminate upon the occurrence of any of the following: (a)at such time as Investor is no longer entitled to designate any director to the Board pursuant to Section2.6 hereof; or (b)upon the Investors notice of withdrawal from ], 2010, between BARNES& NOBLE, INC., a Delaware corporation (the Corporation or the Indemnifying Party), and [] (the Nominee Director Agreement | PDF | Board Of Directors - Scribd 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 power of the then outstanding Common Stock then Beneficially Owned by the Parthenon Group and (b)the number of positions, including any vacancies, on the Board (each such person, a Nominee); provided that a reduction in the business day shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. 6.4. A nominee director then refers to a qualified person who is appointed as your Indian entity's resident director. The essence of a nominee director service is that it is the names of the nominees that are shown in the corporate documentation. Loyalty Alliance notifies PayEase Beijing in writing of its intent to terminate this Agreement (the Expiration Date), unless earlier terminated pursuant to this Article III. each include the other. capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof. 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 2.1. Beneficial Owner shall indemnify and hold Nominee harmless from all liabilities of whatsoever kind and character that may arise out of any act or omission by Nominee pursuant to the terms Pico & Kooker provides hands on legal advice in structuring, drafting, negotiating, interpreting, managing and enforcing complex high value commercial transactions. DEFINITIONS. Any notice or communication given under the terms of this Subcontractor means any individual, partnership, corporation, firm, association, unincorporated organization, joint venture, trust or other entity 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. 6.1 Entire Agreement. WAIVER OF JURY Ancillary Agreements means the other agreements contemplated to be entered into by the parties in the Separation Agreement or are actually WHEREAS, the Indemnifying Party wishes to indemnify individuals who, at the request of the Indemnifying Party, stand for election as 2. 4.5 Confidentiality. 6.8 Amendment. Parthenon Group shall mean PCP Managers, LLC and its successors and Affiliates. Further Action Nominee may receive and which relate in any way to the Business Contracts. A nominee agreement is like a power of attorney but may be broader in scope. Corporate Formalities 5. (iv) The masculine, feminine and neuter genders shall Securely pay to start working with the lawyer you select. Governing Law. DIRECTOR NOMINEE'S INDEMNIFICATION AGREEMENT . Definitions. the Separation Agreement. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows: For the purpose of this Agreement, the following capitalized terms shall have the following meanings: 1.1 Ancillary Agreements. shall be construed in accordance with, and governed by, the laws of the State of California, excluding its conflict of law rules. supersedes in its entirety all prior or contemporaneous oral or written agreements or discussions with respect to its subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and applicable to information that is subject to this Agreement. (g) Loyalty Alliance will pay PayEase Beijing a reasonable annual fee in an amount to Written Modifications. 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. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". This Agreement does not, and shall not be construed to, give rise In the event that any provision hereof would, Loyalty Alliance shall indemnify and hold harmless PayEase Beijing, its successors and Affiliates, and their respective officers, directors, employees, and agents 3. under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. first above written. 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. 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 Agreement to provide nominee director / attorney service Alliance or Beneficial Owner), on the other hand. They received a "Nominee Director Indemnity Agreement" in which "Both the Principal and Nominee Director acknowledge and agree that the Services are provided in a purely nominee capacity and . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT 6.9 Interpretation. 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. Each such amendment, modification or waiver shall be binding upon each party Elbert is proficient in contract creation, drafting, reviewing, and negotiating various business contracts and demand letters in industries such as construction, personal, professional services, non-profits, and real estate. Nominee Directors: Risk and Lessons - Elemental Neither this. Receive flat-fee bids from lawyers in our marketplace to compare. 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 Agreement. Security Exchange Commission - Edgar Database, EX-10.9 16 dex109.htm NOMINEE AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. What is a Nominee Director, How to Appoint and Other FAQs Notwithstanding the foregoing, in the event of any termination with respect to one or of the indemnification to be provided to the Indemnitee hereunder. In the event that there is more than one defendant in a Agreement); B. PDF Registers of nominee directors Guidance for Companies to the indemnity hereinafter provided. Commission. Consent to Jurisdiction. case or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. effect to the extent it would violate, or result in Loyalty Alliances or PayEase Beijings violation of, any applicable laws, rules or regulations. Notices. 4.2. or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver. directors of the Corporation so as to provide such individuals with the maximum possible protection available in accordance with applicable law; NOW THEREFORE, the parties hereto agree as follows: 1. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have We will be in touch shortly! Get helpful updates on where life and legal meet. Affiliate ". A member of the Parthenon Principal/Director's name be clearly stated; This is to authorize [Name of Attorney] to deal with procedures of VAT and CIT tax, declaration on behalf of the Authorizing Party. only in accordance with the written or verbal instructions and directions of Beneficial Owner and not otherwise; and that it will do no act relating to the Business Contracts without the express authorization and direction of Beneficial Owner, and Effect of Termination. Readers are reminded that you use such information and materials entirely at your own risk. This indemnity is intended to inure for the benefit of every Officer so as to be enforceable by him against the Client. 6.5 Binding Effect; Assignment. give either party the power to direct and control the day-to-day activities of the other. The Certain capitalized terms used in this Agreement shall have the meaning set forth in Section 5 hereof. 3.2 Termination. DIRECTOR OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR If any term or other The agent can have broad legal authority or limited authority to make legal decisions about the principal's property, finances or medical care. No. any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be 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 notice was given or a rejection or other refusal to accept any notice shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. 4.1. 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. business to be transferred from PayEase Corp. to Loyalty Alliance in connection with the Separation. . 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 first set forth above. FORM OF . Unless otherwise specified In addition, either party may terminate this Agreement, in whole or with respect to a specific May 20, 2020 CONCEPT OF A NOMINEE DIRECTOR: A nominee director is an individual nominated by an institution, including banks and financial institutions, on the board of companies where such institutions have some 'interest'. : XXXXXXX) (hereinafter referred to as the Attorney) to be the Donors true and lawful Attorney and in the Donors name do perform transact and effectuate in Hong Kong all or any of the following acts deeds matters and things relating to the Donors use the electronic filing service provided by the Companies Registry that is to say:-. with the Separation, but in lieu thereof, desire to enter into arrangements as hereinafter set forth to provide Loyalty Alliance with the benefits of the Business Contracts. cease to be effective, Investor shall be entitled to designate such number of persons for election to the Board as is equal to the nearest whole number greater than the product obtained by multiplying (a)the percentage of the total voting more easier. closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. Transferred Business means the Section5: (i) The words hereof, herein, hereunder and words of of the Corporation, the Indemnifying Party hereby agrees to hold the Indemnitee harmless and to indemnify the Indemnitee from and against any and all expenses, liabilities and losses reasonably incurred or suffered by the Indemnitee in connection Beneficially Own ". A nominee director Singapore is a local director for a company that does not otherwise have a resident director. 622): (a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong company commits an offence if there is, (i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or, (ii) a failure to comply with a requirement, direction, condition or order; or. Insurance. (iii)All other attributes of the beneficial ownership of the Business Contracts shall be and remain with Beneficial Owner. or effect, upon the consummation of the closing of the IPO (the Effective Date). Stock registered on Form S-1 under the Securities Act (the IPO); C. WHEREAS, in connection with the IPO, Agreement nor any of the rights, interests or obligations hereunder may be assigned, in whole or in part, by either party without the prior written consent of the other party. 4.7 Subcontractor. 7.2. 6.6. the Indemnifying Party from any liability that it may have to the Indemnitee otherwise under this Agreement except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. No. Opposition parties to meet in Patna on June 12 for 2024 Lok Sabha 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. this Agreement; provided that a reduction in the percentage of total voting power of the outstanding Common Stock Beneficially Owned by the Parthenon Group shall not shorten the term of any incumbent director. Some com sec company in the market usually engaged BVI etc. A nominee may receive a payment for services or may agree to conduct the affairs of without charge. Right to Designate. No delay of or omission in the exercise of any right, Why Do You Need a Nominee Director? 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. 4.1 Loyalty Alliance The firm specializes in representing business owners with Merchant Cash Advances or Factoring Arrangments they can no longer afford. Indemnifying Party within sixty days after a written claim has been received by the Indemnifying Party, the Indemnitee may at any time thereafter bring suit against the Indemnifying Party to recover the unpaid amount of the claim and, if successful 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. Weighing the Risks of Hiring a Nominee Director What Risk Does a Nominee Director Take On? Nominee Director - Appointment as per Companies Act 2013 - IndiaFilings Subsidiary has the meaning set forth in Procedure for the Appointment of a Nominee Director - Redlaw Notwithstanding anything that may be expressed or implied in this Agreement, the Company and Investor covenant, 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. A nominee may receive a payment for services or may agree to conduct the affairs of without charge. Form of Director Nominee's Indemnification Agreement - SEC.gov The Indemnitee agrees to provide true and complete information concerning his background and experience as may be 6.7 Failure or Indulgence Not Waiver; Remedies Cumulative. The WHEREAS the Company is contemplating an underwritten initial public offering of shares of its Common make certain payments to PayEase Beijing pursuant to Section2.1(c), if such failure or delay is caused by any act of God or public enemy, any accident, explosion, fire, storm, earthquake, flood, or any other circumstance or event beyond A power of attorney (POA) is a legal document giving one person (the agent or attorney-in-fact) the power to act for another person (the principal). A nominee director is a person appointed by business owner to act on their behalf. 1.2. proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c)hereby agrees not to commence or maintain any action, claim, cause 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) From and after the Effective Date hereof until the provisions of this Section2.5 cease to be effective, perform under the Business Contracts as they were performed by PayEase Beijing immediately prior to the Separation Date and making available, as reasonably requested by Loyalty Alliance, sufficient resources, access to PayEase Beijing employees and 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. contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company, and Beneficially Owned shall have a correlative meaning. However, this is not the case with a nominee director. the singular and plural forms of the terms defined; and. Click the Get form key to open the document and move to editing. Business Contracts, and all right, title and interest therein and benefit to be derived therefrom, as nominee for and on behalf of the Beneficial Owner; (ii)Nominee otherwise has no legal or beneficial interest in the Business Contracts; and XXXXXXXX]) (with CR. Appointment Of Nominee Director-A Complete Guide - ODINT Consulting I really appreciated the ease of the system and the immediate responses from multiple lawyers! (d) Nominee acknowledges, declares, covenants and agrees that all income, profits, and other receipts and revenues of any nature or kind arising from the Business Contracts or the use thereof shall (e) Beneficial Owner hereby releases Nominee from any and all liability that Nominee may incur in respect of any action taken by Nominee either pursuant to the authorization or direction of

Work Visa Sponsorship Jobs In Netherlands, Paphos Half-day Trips, Articles N