nominee director agreement

nominee director agreement

D. WHEREAS, conditioned upon the When the term nominee is used, it generally means a person whose name appears on the public register but has no real power and merely signs as they are instructed to. requested from time to time by the Corporation (including, without limitation, all information required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to be provided in a proxy statement PayEase Beijing is a wholly owned subsidiary of PayEase Corp. 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). capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof. I really appreciated the ease of the system and the immediate responses from multiple lawyers! After graduating from The University of Chicago Law School in 2002, Clara spent eight years in private practice representing clients in complex commercial real estate, merger and acquisition, branding, and other transactional matters. 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. contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. No. 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. WHEREAS the Investor and the Company entered into an Investment Agreement dated as of January8, 2004 (the Former Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. In addition, either party may terminate this Agreement, in whole or with respect to a specific 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. 2.2 Expansion of Board and Appointment; Classification; Initial Designees of Dividends; Sales Proceeds; Taxes 6. 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. Beneficially Own shall mean that a specified Person has or shares the right, directly or indirectly, through any This indemnity is intended to inure for the benefit of every Officer so as to be enforceable by him against the Client. Voting 4. 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 shall be construed in accordance with, and governed by, the laws of the State of California, excluding its conflict of law rules. 13. XXXXXXXX]) (with CR. Can the tenant make changes to the property's signage? Governing Law. 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 3. Securities Act shall mean the Securities Act of 1933, as in effect from time to time. 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 14. (b) This Agreement shall be binding upon the Indemnitee and upon the Indemnifying Party and its successors and assigns, and shall inure Effective Date shall have the meaning set forth in Section1.1. ", "ContractsCounsel came through in a big way for my start up. 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 The notification must be sent to the directors within seven days of the meeting . 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 The essence of a nominee director service is that it is the names of the nominees that are shown in the corporate documentation. Binding Effect; Assignment; Amendment or Termination. Loyalty Alliance shall promptly advise PayEase Beijing of any error, omission, breach or default of which it becomes aware in connection with its 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 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. Indemnification Period and thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action in Section 3 of Company Ordinance (Cap. 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 the benefit of and be binding upon any permitted assignee. 4.5 Confidentiality. How our Nominee Director Service works. The inability to deliver a notice because of a changed address of which no 2.3 Subsequent Nomination of Persons Designated by Investor. A nominee may receive a payment for services or may agree to conduct the affairs of without charge. The nominee director agreement confirms that control of the company remains with the beneficial owner. Founder and owner of Grant Phillips Law.. During the Indemnification Period and thereafter so long as the Indemnitee shall be subject to any possible claim or Click the Get form key to open the document and move to editing. interest, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. 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. 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 WHEREAS, PayEase Corp., a Delaware corporation, and Loyalty Alliance entered into a Master Separation Agreement dated January21, the right of the Corporation brought by any person other than the Corporation), relating to Covered Activities during the Indemnification Period. 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. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of 6.6. I hereby release the Contact Person from any and all liability that the Contact Person may incur in respect of any action taken by the Contact Person either pursuant to my authorization or direction or that of[Agent name]I shall indemnify and hold the Contact Person harmless from all liabilities of whatsoever kind and character that may arise out of any act or omission by Contact Person pursuant my authorization or instructions from [Agent name] and from the said expenses, obligations and responsibilities. 5. Disputes, controversies and claims hereunder shall be subject to the terms of Section3.3 of the Separation Agreement and, as A Nominee Director is a Director appointed to the Board to represent the interest in the Company. Promptly after receipt by the Indemnitee of notice of the commencement of any claim, action, suit or proceeding, No failure or : 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:-. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. Loyalty Alliance may terminate this Agreement, either with respect to all or with respect to any one hereto. The role of a nominee director We do not guarantee the accuracy of the information. include, includes and including shall be deemed followed by the words without limitation. Unless the context requires otherwise, any references to PayEase Beijing in this Agreement shall 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. 7.4. of the indemnification to be provided to the Indemnitee hereunder. case or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. 6.6 Severability. 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 This will make tax offshore claim etc. 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. and shall not affect in any way the meaning or interpretation of this Agreement. 4.1 Loyalty Alliance Neither party may assign this Agreement or any rights or authorized by law to be closed in the City of New York. this Agreement pursuant to Section4.2 hereof. I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc. All agreements and obligations of the Indemnifying Party contained herein shall continue during the By attorney, one agency person even can have fully right to run a business on behalf of another person.). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ArticleI hereof. Any permitted assignee shall agree to perform the obligations of the assignor of this Agreement, and this Agreement shall inure to 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) (b) Nominee hereby acknowledges, declares, covenants and agrees that: (i)Nominee will hold, as and from the date hereof, the 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 2. shall relieve any Person of liability for a material breach hereof prior to such termination. 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 Appointing a nomineedirector won release the actual controller of the Company from fiduciary duty asthe application of concept of De Facto and Shadow Directors. Specific Performance. 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. 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 Securely pay to start working with the lawyer you select. 1. descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof. Stock registered on Form S-1 under the Securities Act (the IPO); C. WHEREAS, in connection with the IPO, Consent to Jurisdiction. other party becomes insolvent or ceases or suspends all or substantially all of its business; or (g)the other party makes an assignment of the majority of its assets for the benefit of creditors. Limited, a Hong Kong corporation and its Subsidiaries (PayEase Beijing or Nominee), on the one hand, and Loyalty Alliance Enterprise Corporation, a Cayman Islands company, and its Subsidiaries (Loyalty was a candidate for a directorship of the Corporation, the Indemnifying Party may, at its sole option, obtain insurance policies covering any portion. 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. I ended up finding someone who was a great fit for what I needed. The Company shall use its best efforts to cause the Get helpful updates on where life and legal meet. Ancillary Agreements means the other agreements contemplated to be entered into by the parties in the Separation Agreement or are actually Each party shall be excused for any failure or delay in performing any of its obligations under this Agreement, other than the obligations of Loyalty Alliance to (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or 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. Nominee Director Agreement | PDF | Board Of Directors | Company Law. Definitions. Right to Designate. 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. Weighing the Risks of Hiring a Nominee Director What Risk Does a Nominee Director Take On? WHEREAS, the Indemnifying Party wishes to indemnify individuals who, at the request of the Indemnifying Party, stand for election as Agreement); B. 6.7 Failure or Indulgence Not Waiver; Remedies Cumulative. Introduction. 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. For example, in the context of a joint venture, a nominee director may be a person appointed by one of the main parties to the venture.The right of a shareholder to appoint a director is usually contained in the company's articles of association or in a joint venture or shareholders' agreement.Nominee directors may also be representatives of other interested stakeholders such as parent . the parties to the Former Agreement have agreed to terminate the Former Agreement; and. 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 . 1.4 Subsidiary. () referable article: [On the Concept of De Facto and Shadow Directors]. Definitions. (iii)All other attributes of the beneficial ownership of the Business Contracts shall be and remain with Beneficial Owner. THIS AGREEMENT is made as of [ ], 2010, between BARNES & NOBLE, INC., a Delaware corporation (the "Corporation" or the "Indemnifying Party"), and [ ] (the "Indemnitee"). A nominee agreement is like a power of attorney but may be broader in scope. (3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if. Continuation of Indemnity. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.3 CONSTITUTES A MATERIAL INDUCEMENT Counterparts. If any provision of this Agreement shall be held to be or shall, in fact, be invalid, inoperative or If an applicant director exists to be appointed, one clarity and comprehensive Contract between the nominee and the owner will shall essential to define that the owner will take all business decisions while of nominee will act only with accordance with instructions. 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 WAIVER OF JURY No Dispositions; Notification 3. (DISCLAIMER: All information provided on this website is for self-reference only. The Board ". No change or amendment shall be made to Subject to the right of the Indemnifying Party to assume the defense of an action, suit or proceeding to the annual meeting of stockholders of the Corporation as a nominee of the Indemnifying Party (such actions, suits or proceedings, collectively, the Covered Actions; the activities described in clauses (i)through (iii), collectively, or sections contained in this Agreement shall not affect any other remaining part of this Agreement. 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 Company Obligations; Section 3. power of the then outstanding Common Stock, Investor shall no longer be entitled to designate any person for election to the Board or to designate members of committees of the Board pursuant to For the avoidance of doubt, the provisions of the Master Confidentiality Agreement dated of even date herewith shall govern the confidentiality restrictions These sections are linked to the below sample agreement for you to explore. Following notice to all directors, the Board of Directors should vote a resolution authorizing the nominee director's appointment during a board meeting. sent by overnight courier, in each case, addressed as follows: Attention: William C. Kessinger and Brian P. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and Agreement to provide nominee director / attorney service 0 votes com-sec asked Jun 17, 2018 by Kangkewen (11.5k points) 4 Answers 0 votes Appointing a nominee director won release the actual controller of the Company from fiduciary duty as the application of concept of De Facto and Shadow Directors. 6.3 Notices. TRIAL. solely responsible for any employment-related taxes, insurance premiums or other employment benefits respecting Loyalty Alliances personnels performance under the Business Contracts. 2.6 Termination of Investors Right to Designate. Clients Rate Lawyers on our Platform 4.9/5 Stars. Those Sections of this Agreement that, by their nature, are intended to survive termination will survive in accordance with their terms. Exhibit 10.1 . (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision. Binding Effect, Etc. Following Investors designation of a Nominee, the Company shall take such steps, if any, as are necessary to increase the size of the Board to accommodate the Nominee, and the directors then in office will elect such Nominee to As per Section 161 (3) and the Explanation of Section 149 (7), A . 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. Are employee separation agreements required? ", "I would recommend Contracts Counsel if you require legal work. facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (b)two business days after being sent by overnight courier. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent A nominee director is a person who is appointed by the company to serve passively in the company. No termination under this Agreement such background and experience. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1.1. executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Information. action, suit or proceeding upon receipt by the Indemnifying Party of an undertaking by or on behalf of the Indemnitee to repay any portion of such amount to which it is ultimately determined that the Indemnitee was not entitled under this Agreement. Agreement) is made as of July20, 2012 by and between: A. A nominee director Singapore is a local director for a company that does not otherwise have a resident director. They listen to their clients to develop customized solutions that best meet their needs while aligning with their objectives, vision and values. 4.4 Good Faith Cooperation. Hire a Nominee Director in Singapore Now Frequently Asked Questions What is a Nominee Director? that it has no active or independent duties to perform in respect of the Business Contracts except as may be specifically provided for herein. the Separation Agreement. registered mail, return receipt requested, postage pre-paid, addressed as set forth below, or at such other address as a party may from time to time designate by notice under this Article VI. 1.2 Separation Date. Some com sec company in the market usually engaged BVI etc. 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 Written Modifications. 2.1. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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. 4.1. to the above provisions, unless Investor has specifically waived in writing its rights (temporarily or permanently) to designate a replacement. Clara then worked as in-house counsel to a large financial services company, handling intellectual property, vendor contracts, technology, privacy, cybersecurity, licensing, marketing, and otherwise supporting general operations. 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 However, you may be unsure about what a nominee director is and why do you need to appoint one. (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. LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS SET FORTH IN THE INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT. from and against all claims, liabilities, obligations, suits, causes of action, or expenses (including reasonable attorneys fees) (collectively Claims) resulting, directly or indirectly, from or in connection with the Notices. authorizes or permits, or participates in, the contravention or failure. The Attorney will have the followingpowers for the Authorizing Party: amending the application documents and forms as requested by theauthorities; communicating with the authorities to answer the relevant questions; Date: (Year) (Month) (Date), sample [company secretary services agreementclick to download]. any party. Why Does Singapore Require a Local Nominee Director? 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. BOARD REPRESENTATION. assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force, or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." XXXXXXXX]) and [name of company] (with CR. (a) PayEase Beijing and Loyalty Alliance hereby acknowledge and Unless otherwise specified 3.3 operations (but in any event no less than a reasonable standard). Certain capitalized terms used in this Agreement shall have the meaning set forth in Section 5 hereof. Web editor gives no warranty and accepts no responsibility or liability for the accuracy or the completeness of the information and materials contained in this website. Effect of Termination. Section5: (i) The words hereof, herein, hereunder and words of Exercise of Rights and Remedies. 5.1 Indemnification. Jonathan is a native English speaker and has high proficiency in German and a functional understanding of Spanish. 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 IN WITNESS WHEREOF, the parties have signed this Nominee Agreement effective as of the date From and after the Effective Date hereof until the provisions of this Section2.5 cease to be effective, (2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if the person, (a) is an officer or shadow director of the company or non-Hong Kong company; and.

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