Loyalty Alliance and PayEase Beijing may engage a The Indemnitee agrees to provide true and complete information concerning his background and experience as may be of the indemnification to be provided to the Indemnitee hereunder. 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." solely responsible for any employment-related taxes, insurance premiums or other employment benefits respecting Loyalty Alliances personnels performance under the Business Contracts. The firm specializes in representing business owners with Merchant Cash Advances or Factoring Arrangments they can no longer afford. No. Loyalty Alliance will comply with the same specific performance metrics for a Business Contract that it uses for its own ", "This was an easy way to find an attorney to help me with a contract quickly. Section 161(3) of the Companies Act, 2013 provides that subject to the Articles of Association (AOA) 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 State Government by virtue of its shareholding in a Government Company. DEFINITIONS. parties hereto. shall be construed in accordance with, and governed by, the laws of the State of California, excluding its conflict of law rules. 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 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 GRANT PHILLIPS LAW, PLLC. 3.2 Termination. Role of Nominee Directors : Balance is the Key - Vinod Kothari been incurred up to the date of termination of this Agreement pursuant to Section2.1(c). 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. Choosing a nominee director is an optional part of forming your company, and will typically take place in the first stages of registering your company. Agreement) is made as of July20, 2012 by and between: A. (3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if. Indemnitee). 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) Binding Effect; Assignment; Amendment or Termination. 6.7 Failure or Indulgence Not Waiver; Remedies Cumulative. Some com sec company in the market usually engaged BVI etc. 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 Are employee separation agreements required? What are the notice requirements for terminating the lease? APPOINTMENT OF NOMINEE DIRECTOR Sample Clauses | Law Insider 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 sent by overnight courier, in each case, addressed as follows: Attention: William C. Kessinger and Brian P. Enforcement. Withdrawal from Agreement. to the indemnity hereinafter provided. No Dispositions; Notification 3. Hire a Nominee Director in Singapore Now Frequently Asked Questions What is a Nominee Director? 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]. 9. 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 ______________________ ______________________, Donor [name of client] Authorized Signature(s), (Holder of [Hong Kong Identity Donor [name of company], Card No. such background and experience. 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 The 'interest' can either be in form of financial assistance such as loans or investment into shares. Reimbursement; Indemnification 7. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and understandings with respect to the subject matter hereof and thereof. WHEREAS, PayEase Corp., a Delaware corporation, and Loyalty Alliance entered into a Master Separation Agreement dated January21, What Are the Duties of a Nominee Director 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 I work with startups, growing companies, and the Fortune 500 to make sure your legal go-to-market strategy works for you. IN NO EVENT SHALL PAYEASE BEIJING BE LIABLE TO LOYALTY ALLIANCE FOR ANY ACTUAL, DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR What is a Nominee Director, How to Appoint and Other FAQs of voting securities, by contract or otherwise, and controlled and controlling shall have meanings correlative to the foregoing. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. 4.6 Relationship Between the Parties. 2.3 Subsequent Nomination of Persons Designated by Investor. 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 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 The Appointment of Nominee Director is done by any law for the time being in force or by agreement or by Central or State Governments by its shareholding in Government Company. 12. A nominee agreement is an agreement where one person agrees to act on behalf of another person in certain legal matters. Certain capitalized terms used in this Agreement shall have the meaning set forth in Section 5 hereof. (DISCLAIMER: All information provided on this website is for self-reference only. Alliance or Beneficial Owner), on the other hand. Beneficially Own shall mean that a specified Person has or shares the right, directly or indirectly, through any Any permitted assignee shall agree to perform the obligations of the assignor of this Agreement, and this Agreement shall inure to 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 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. A member of the Parthenon Affiliate ". Dividends; Sales Proceeds; Taxes 6. Appointment of Nominee Director: A Complete Overview Thanks for submitting. By-Laws . :XXXXXXX) (hereinafter referred to as the Donors). 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 I am fluent in English and Turkish. We will be in touch shortly! Nominee Agreement: Definition & Sample - Contract Lawyers 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 We are not responsible for any decisions made, financial or otherwise, based on information or links provided by us. A nominee director is a person appointed by business owner to act on their behalf. Sample 1 APPOINTMENT OF NOMINEE DIRECTOR. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. Does Your Company Need a Nominee Director? (iii)All other attributes of the beneficial ownership of the Business Contracts shall be and remain with Beneficial Owner. Right to Designate. 2.1 No Assignment of Business Contracts; Effective Date. courts whether on the grounds of inconvenient forum or otherwise. ", "I would recommend Contracts Counsel if you require legal work. 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. 4.4 Good Faith Cooperation. In the event that there is more than one defendant in a From and after the Effective Date hereof until the provisions of this Section2.5 cease to be effective, The nominee agreement will provide express authority to the nominee to do specific things and all the parameters necessary to complete these tasks must be defined within the agreement. 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 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. 6.1 Entire Agreement. Agreement ". 5.2. 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. Loyalty Alliance shall maintain sufficient resources to perform its obligations hereunder. 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. 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. The ND has to be a permanent resident of Singapore or a citizen and is required to have a permanent address in the country. DIRECTOR NOMINEE'S INDEMNIFICATION AGREEMENT . 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. 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. 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 Security Exchange Commission - Edgar Database, EX-10.9 16 dex109.htm NOMINEE AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. No failure or What is a nominee shareholder and a nominee director? - IRB Law Nominee may receive and which relate in any way to the Business Contracts. With respect to any 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 In addition, either party may terminate this Agreement, in whole or with respect to a specific 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 effect to the extent it would violate, or result in Loyalty Alliances or PayEase Beijings violation of, any applicable laws, rules or regulations. ), Agreement to provide nominee director / attorney service. 2.6 Termination of Investors Right to Designate. (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. Certain Elbert Thomas is the founder of the Thomas Law Group, LLC. Agreement to provide nominee director / attorney service To deliver specified forms and related documents required for registration under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) to the Registrar of Companies in electronic form at the e-Registry provided by the Companies Registry. Commission. A Nominee Director is a Director appointed to the Board to represent the interest in the Company. 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 Readers are reminded that you use such information and materials entirely at your own risk. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and Investor covenant, agree and acknowledge that no recourse under this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of Investor or of any Affiliate thereof, as such, whether by the enforcement of 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. 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. No delay of or omission in the exercise of any right, Each party to this Agreement, by its execution hereof, All rights and remedies existing under this Agreement or the exhibits or schedules attached hereto are cumulative to, and not exclusive Separation Date has the meaning set forth in the Separation Agreement. WITNESSETH THAT: WHEREAS, the Indemnifying Party wishes to indemnify individuals who, at the request of the Indemnifying Party . 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 Why Does Singapore Require a Local Nominee Director? (c) the person authorizes or permits, or participates in, the contravention or failure. : 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:-. Common Stock shall mean the common stock, $0.01 par value per share, of the Company. 6.7. 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. Business Contract Lawyers: How Can They Help? 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 Stock registered on Form S-1 under the Securities Act (the IPO); C. WHEREAS, in connection with the IPO, 6.6 Severability. At such time as the Parthenon Group ceases to Beneficially Own Common Stock 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 6. 6.4. 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 7.3. 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. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as 6.9 Interpretation. Except as provided in the first sentence of Section4.4, this Agreement shall WHEREAS, the Indemnifying Party wishes to indemnify individuals who, at the request of the Indemnifying Party, stand for election as This Nominee Agreement (this Agreement) is entered into as of December3, 2010 between PayEase Beijing (HK) Neither party may assign this Agreement or any rights or Nothing contained in this Agreement shall be construed to 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 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'. This Agreement shall become effective, and the Former Agreement shall terminated and be of no further force shall relieve any Person of liability for a material breach hereof prior to such termination. (b) Nominee hereby acknowledges, declares, covenants and agrees that: (i)Nominee will hold, as and from the date hereof, the Pico & Kooker provides hands on legal advice in structuring, drafting, negotiating, interpreting, managing and enforcing complex high value commercial transactions. A nominee director Singapore is a local director for a company that does not otherwise have a resident director. TRIAL. 14. Fill out all the required fields (they will be yellowish). the applicable committee under applicable law or listing standards. recommend any Nominee to the stockholders for election as a director at each meeting of stockholders at which directors of the class in which such person was or is to be placed are elected. WHEREAS the Investor and the Company entered into an Investment Agreement dated as of January8, 2004 (the Former 7.2. 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. 7.1. Unless otherwise specified 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 No Recourse. upon the Indemnitees request, for the Indemnitees reasonable and documented out-of-pocket travel and related expenses incurred by the Indemnitee in connection with his service as a director nominee. A nominee director is a person who is appointed by the company to serve passively in the company. Definitions. 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 Form of Director Nominee's Indemnification Agreement - SEC.gov first set forth above. The Indemnifying Party agrees to reimburse the Indemnitee, as promptly as reasonably practicable 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. Nominee Director Agreement | PDF | Board Of Directors | Company Law. Loyalty Alliance shall indemnify and hold harmless PayEase Beijing, its successors and Affiliates, and their respective officers, directors, employees, and agents 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 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 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. 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. such Nominees class of directors, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of such Nominees class of PayEase Beijing is a wholly owned subsidiary of PayEase Corp. D. WHEREAS, conditioned upon the Definitions. permitted assigns. Investor shall have the meaning set forth in the Recitals. Investor may at any time elect, by giving written notice of withdrawal to the 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. capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof. Investor shall have the right to designate a number of members of each committee of the Board equal to the nearest whole number greater than the product obtained by multiplying (a)the percentage of the total voting power of the then Director Nomination Agreement - Table of Contents (based on 1 contracts)Section 1. Exhibit 10.1 . 4.1 Loyalty Alliance 11. I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. 1. WHEREAS the Company is contemplating an underwritten initial public offering of shares of its Common (c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both 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. 6.4 Counterparts. Specific Performance. The ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. 6.5 Binding Effect; Assignment. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ArticleI hereof. Effect of Termination. In addition, Elbert is also experienced in start-ups, small business formation, drafting operating agreements, and estate planning. 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. The 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. The Indemnifying Party and the Indemnitee agree and consent to personal jurisdiction and This indemnity is intended to inure for the benefit of every Officer so as to be enforceable by him against the Client. 13. India - Dilemma Of A Nominee Director On The JV Company's Board - Is 6.2 Governing Law. 2.2 Expansion of Board and Appointment; Classification; Initial Designees of effective. Those Sections of this Agreement that, by their nature, are intended to survive termination will survive in accordance with their terms. applicable, Section1.5, Section1.6 and Article II of the Indemnification and Insurance Matters Agreement dated of even date herewith. Get Nominee Director Agreement Template - US Legal Forms obligations hereunder, without the prior written consent of the other party, and any such assignment shall be void. representing at least 10% of the total voting. PDF Registers of nominee directors Guidance for Companies specified pursuant to Section6.2 hereof is reasonably calculated to give actual notice. action, suit or proceeding: 7. "ContractsCounsel puts on-demand legal services in the cloud. this Agreement or the exhibits or schedules attached hereto except by an instrument in writing signed on behalf of each of the parties to such agreement. 5. operations (but in any event no less than a reasonable standard). 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. Notification. 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 Transferred Business means the This Agreement may not be orally amended or modified and no oral waiver of any of its terms shall be . refer to PayEase Beijing and/or its Subsidiaries, and any reference to Loyalty Alliance shall refer to Loyalty Alliance and/or its Subsidiaries. given by the legal counsel and/or the authorized agent of PayEase Beijing. and shall not affect in any way the meaning or interpretation of this Agreement. Company Obligations; Section 3. I give an undertaking that all business to be conducted through the company is legally proper. https://www.investopedia.com/terms/p/powerofattorney.asp, https://opendocs.com/power-of-attorneys/limited/, https://opendocs.com/wp-content/uploads/2019/08/Limited_Power_of_Attorney.pdf, https://eforms.com/power-of-attorney/limited/. At the Effective Date, the Board shall be comprised of seven (7)members and the sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1.1. Parthenon Group shall mean PCP Managers, LLC and its successors and Affiliates. Authority: Effect. DIRECTOR Venue. 6.3. 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. 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
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