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 For example, in some cases, the nominee is paid for holding shares, but in others, they may not. 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. (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision. 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; 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]. 1 | Page THIS INDEMNITY SHALL apply in favour of the Nominee Director or other Officer notwithstanding that there may be some defect in his appointment or qualification or authority as an Officer or Director of the Firm. 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. 2.3 Subsequent Nomination of Persons Designated by Investor. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. engaged to perform hereunder. 6. Stock Nominee Agreement: Everything You Should Know - Contract Lawyers We do not guarantee the accuracy of the information. All financial and other obligations associated with Loyalty Alliances business are the sole responsibility of Loyalty Alliance. set forth in Section4.5. sent by overnight courier, in each case, addressed as follows: Attention: William C. Kessinger and Brian P. 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 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. In the event that any provision hereof would, of, any rights or remedies otherwise available. jurisdiction. IN NO EVENT SHALL PAYEASE BEIJING BE LIABLE TO LOYALTY ALLIANCE FOR ANY ACTUAL, DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR THIS AGREEMENT is made as of [ 2. APPOINTMENT OF NOMINEE DIRECTOR Sample Clauses | Law Insider Below is a list of common sections included in Nominee Agreements. (a) PayEase Beijing and Loyalty Alliance hereby acknowledge and ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. NOW THIS DEED WITNESSETH that the Donors DOTH HEREBY NOMINATE CONSTITUTE and APPOINT [Wonderful]Corporate Services Limited (with CR. business to be transferred from PayEase Corp. to Loyalty Alliance in connection with the Separation. 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. percentage of total voting power Beneficially Owned by the Parthenon Group shall not shorten the term of any incumbent director. applicable, Section1.5, Section1.6 and Article II of the Indemnification and Insurance Matters Agreement dated of even date herewith. Pico & Kooker provides hands on legal advice in structuring, drafting, negotiating, interpreting, managing and enforcing complex high value commercial transactions. a director for any reason, the vacancy resulting therefrom shall be not be filled until the Investor has designated a replacement and the vacancy shall be filled as soon as practicable following Investors designation of a replacement pursuant Severability. 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 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 The nominee director agreement confirms that control of the company remains with the beneficial owner. In reality, the nominee director does not have any role in the business operations of the company. 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 I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. Company, to terminate this Agreement. Voting 4. Those Sections of this Agreement that, by their nature, are intended to survive termination will survive in accordance with their terms. The role of a nominee director Parthenon Group shall mean PCP Managers, LLC and its successors and Affiliates. authorizes or permits, or participates in, the contravention or failure. more easier. NOMINEES INDEMNIFICATION AGREEMENT. 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 Nominee may receive and which relate in any way to the Business Contracts. WHEREAS, the parties do not wish to have title to any of the Business Contracts assigned to Loyalty Alliance in connection 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 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. 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. The company employs a unique approach as practical, business minded outside legal counsel who believe in proactively partnering with their clients to achieve desired results while managing and engaging key stakeholders. As per Section 161 (3) and the Explanation of Section 149 (7), A . the Separation Agreement. belong legally and beneficially to Beneficial Owner, and that Nominee has no legal or beneficial interest in such income, profits, and other receipts and revenues. 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. Introduction. business day shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or Notwithstanding the foregoing, in the event of any termination with respect to one or Section5: (i) The words hereof, herein, hereunder and words of 4.2. Some representative transactions include advising the World Bank on project finance and portfolio options to address the costs and risks associated with integrating renewable power sources. A nominee may receive a payment for services or may agree to conduct the affairs of without charge. However, you may be unsure about what a nominee director is and why do you need to appoint one. Effective Date shall have the meaning set forth in Section1.1. From and after the Effective Date hereof until the provisions of this Section2.1 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 Expenses. In addition, Elbert is also experienced in start-ups, small business formation, drafting operating agreements, and estate planning. threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (including an action in the right of the Corporation brought by any person other than the Corporation), by reason of the fact that the Indemnitee Severability. Counterparts. Any notice or communication given under the terms of this This Agreement may not be orally amended or modified and no oral waiver of any of its terms shall be No Recourse. 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 This is the case with our nominee shareholder service. Definitions ". 4.7 Subcontractor. extent provided below, the Indemnitee shall be entitled to select his or her own counsel subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 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 This DIRECTOR NOMINATION AGREEMENT (this The parties shall use reasonable best efforts to cooperate with each other in all matters relating to the discharge of their obligations under this that it has no active or independent duties to perform in respect of the Business Contracts except as may be specifically provided for herein. Complete our 4-step process to provide info on what you need done. solely responsible for any employment-related taxes, insurance premiums or other employment benefits respecting Loyalty Alliances personnels performance under the Business Contracts. 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 Also advising them as legal counsel, Jonathan developed policies, regulation and models for emerging market governments entering into public-private partnerships. relationship between the parties established under this Agreement is that of independent contractors, and neither party is an employee, agent, partner, or joint venturer of or with the other. Definitions. 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 permitted assigns. is at the cutting edge of bringing affordable and expert legal representation on behalf of Merchants stuck with predatory loans or other financial instruments that drain the companies revenues. Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. 10. 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 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 3.3 or to such other address as may be furnished to the Indemnitee by the Indemnifying Party by like notice. directors. sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1.1. 7.1. capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof. GRANT PHILLIPS LAW, PLLC. Subcontractor means any individual, partnership, corporation, firm, association, unincorporated organization, joint venture, trust or other entity The appointed nominees are not actually entitled to manage the company. Descriptive Heading. Defense of Claim. UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. 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. Beneficially Own ". 7.2. However, the Indemnifying Party shall not be required to obtain or maintain all or any of such insurance policies. 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. Binding Effect; Assignment; Amendment or Termination. I give an undertaking that all business to be conducted through the company is legally proper. 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. The Indemnifying Party agrees to reimburse the Indemnitee, as promptly as reasonably practicable was a candidate for a directorship of the Corporation, the Indemnifying Party may, at its sole option, obtain insurance policies covering any portion. (f) Nominee shall promptly transmit to Beneficial Owner copies of all notices, claims, demands or other communications, which 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 Board ". applicable to information that is subject to this Agreement. 13. Limitations on Additional Indemnity. 12. 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 Nominee Director - Fletcher Kennedy Company Services such background and experience. BOARD REPRESENTATION. The Indemnitee agrees to provide true and complete information concerning his background and experience as may be and shall not affect in any way the meaning or interpretation of this Agreement. Investor may at any time elect, by giving written notice of withdrawal to the Does Your Company Need a Nominee Director? ", "ContractsCounsel came through in a big way for my start up. 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'. representing at least 10% of the total voting.

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