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Corporate Governance Agreements ▼

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Preview Full Doc	2007	Corporate Governance Agreement Corporate Governance Agreement (32K) Doc #2692854: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors and permitted assigns, "SIBL"), and (iii) Dr. L.S. Smith, an individual resident of the State of Texas (together with his heirs and . . . 2692854	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Corporate Governance Agreement: DGSE Companies, Inc – OF CORPORATE GOVERNANCE AGREEMENT {TEXT} Exhibit 2.8 CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its _____________ DGSE Companies, Inc – reputable national courier service for overnight delivery; and in each case, addressed to a Party at the following address for such Party: (a) If to DGSE, addressed to it at: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L.S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] -9- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: -------------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD. By: -------------------------------------- James M. Davis Chief Financial Officer DR. L.S. SMITH ----------------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1686095 ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Corporate Governance Agreement: Sheppard, Mullin – S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: (858) 509-3691 Email: JHentrich@sheppardmullin.com (b) If _____________ dt 1686934
Preview Full Doc	2007	Corporate Governance Agreement Corporate Governance Agreement (32K) Doc #2692905: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors and permitted assigns, "SIBL"), and (iii) Dr. L.S. Smith, an individual resident of the State of Texas (together with his heirs and . . . 2692905	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Corporate Governance Agreement: DGSE Companies, Inc – CORPORATE GOVERNANCE AGREEMENT {TEXT} {PAGE} Exhibit 2.8 CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its _____________ DGSE Companies, Inc – reputable national courier service for overnight delivery; and in each case, addressed to a Party at the following address for such Party: (a) If to DGSE, addressed to it at: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L.S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] -9- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: -------------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD. By: -------------------------------------- James M. Davis Chief Financial Officer DR. L.S. SMITH ----------------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1686100 ; Superior Galleries Superior Galleries Inc ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Corporate Governance Agreement: Sheppard, Mullin – S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: (858) 509-3691 Email: JHentrich@sheppardmullin.com (b) If _____________ dt 1686937
Preview Full Doc	2005	Corporate Governance Agreement Corporate Governance Agreement (42K) Doc #1647982: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively . . . 1647982	JSG Funding plc JSG Funding plc ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of MDCP IV Global Investments _____________ dt 1393953
Preview Full Doc	2005	Corporate Governance Agreement Corporate Governance Agreement (42K) Doc #1913132: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively . . . 1913132	JSF Securities JSF Securities Corp ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of MDCP IV Global Investments _____________ dt 1393956
Preview Full Doc	2004	Corporate Governance Agreement Corporate Governance Agreement (42K) Doc #1648018: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively . . . 1648018	JSG Funding plc JSG Funding plc ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of MDCP IV Global Investments _____________ dt 1393954
Preview Full Doc	2004	Corporate Governance Agreement Corporate Governance Agreement (42K) Doc #1913143: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively . . . 1913143	JSF Securities JSF Securities Corp ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of MDCP IV Global Investments _____________ dt 1393957
Preview Full Doc	2003	Corporate Governance Agreement Corporate Governance Agreement (25K) Doc #170274: Click preview link for longer preview. HANOVER DIRECT, INC. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among HANOVER DIRECT, INC., a Delaware corporation (the "COMPANY"), CHELSEY DIRECT, LLC, a Delaware limited liability company ("CHELSEY"), STUART FELDMAN, an individual ("FELDMAN"), REGAN PARTNERS, L.P., a New Jersey limited partnership ("REGAN PARTNERS"), REGAN INTERNATIONAL FUND LIMITED, a corporation organized under the laws of the British Virgin Islands (the "FUND"), and BASIL P. REGAN, an individual ("REGAN") (Chelsey, Feldman, Regan Partners, the Fund and Regan are sometimes hereinafter referred to individually as a "STOCKHOLDER" and collectively as the "STOCKHOLDERS"). W I T N E S S E T H: WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is consummating the transactions contemplated by that certain Recapitalization Agreement, dated as of November 18, 2003, by and between the Company and Chelsey (the "RECAPITALIZATION AGREEMENT"); WHEREAS, after giving effect to the Recapitalization Agreement, the capital stock of the Company (the "STOCK") shall be held by the Stockholders in the amounts and percentages set forth on Exhibit A attached hereto; and WHEREAS, the Stockholders and the Company desire to promote their mutual interests by agreeing to certain matters relating to the operations of the Company and the disposition of shares of Stock owned by any member of the Regan Group (as such term is hereinafter defined). NOW, THEREFORE, in consideration of the mutual promises herein exchanged, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings: (a) "Affiliates" shall mean with respect to a Person, any other Person controlling, controlled by or under common control with, such Person, and the term "affiliated with" shall have a meaning correlative with the foregoing. (b) "Board" shall mean the board of directors of the Company. 170274	Hanover Direct Hanover Direct, Inc. ( Catalog & Mail Order ) As referenced in this Corporate Governance Agreement: HANOVER DIRECT, INC – {DOCUMENT} {TYPE}EX-99.2 {SEQUENCE}8 {FILENAME}y92021exv99w2.txt {DESCRIPTION}CORPORATE GOVERNANCE AGREEMENT {TEXT} {PAGE} EXHIBIT 99.2 HANOVER DIRECT, INC . CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among _____________ HANOVER DIRECT, INC – INC. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among HANOVER DIRECT, INC ., a Delaware corporation (the "COMPANY"), CHELSEY DIRECT, LLC, a Delaware limited liability company ("CHELSEY"), STUART FELDMAN, an individual ("FELDMAN"), REGAN PARTNERS, L. _____________ HANOVER DIRECT, INC – BLANK] 7 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COMPANY: HANOVER DIRECT, INC . By: /s/ Thomas C. Shull ____________________________________ Name: Thomas C. Shull Title: President STOCKHOLDERS: CHELSEY DIRECT, LLC By: /s/ William B. Wachtel ____________________________________ _____________ dt 490147 ; Chelsey Direct, LLC; Stuart Feldman;	Regan Partners, L.P.; Regan International Fund Limited; Basil P. Regan
Preview Full Doc	2003	Corporate Governance Agreement Corporate Governance Agreement (26K) Doc #1120910: Click preview link for longer preview. HANOVER DIRECT, INC. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among HANOVER DIRECT, INC., a Delaware corporation (the "COMPANY"), CHELSEY DIRECT, LLC, a Delaware limited liability company ("CHELSEY"), STUART FELDMAN, an individual ("FELDMAN"), REGAN PARTNERS, L.P., a New Jersey limited partnership ("REGAN PARTNERS"), REGAN INTERNATIONAL FUND LIMITED, a corporation . . . 1120910	Hanover Direct Hanover Direct, Inc. ( Catalog & Mail Order ) As referenced in this Corporate Governance Agreement: HANOVER DIRECT, INC – lt;TYPE>EX-99.2 <SEQUENCE>8 <FILENAME>y92021exv99w2.txt <DESCRIPTION>CORPORATE GOVERNANCE AGREEMENT <TEXT> <PAGE> EXHIBIT 99.2 HANOVER DIRECT, INC . CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among HANOVER DIRECT, INC., a Delaware corporation (the " _____________ HANOVER DIRECT, INC – PAGE> EXHIBIT 99.2 HANOVER DIRECT, INC. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT ("AGREEMENT") is entered into as of the 30th day of November, 2003, by and among HANOVER DIRECT, INC ., a Delaware corporation (the "COMPANY"), CHELSEY DIRECT, LLC, a Delaware limited liability company ("CHELSEY"), STUART FELDMAN, an individual ("FELDMAN"), REGAN PARTNERS, L.P., a New Jersey limited partnership ("REGAN _____________ HANOVER DIRECT, INC – Stockholders. [REMAINDER OF PAGE INTENTIONALLY BLANK] 7 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COMPANY: HANOVER DIRECT, INC . By: /s/ Thomas C. Shull ____________________________________ Name: Thomas C. Shull Title: President STOCKHOLDERS: CHELSEY DIRECT, LLC By: /s/ William B. Wachtel ____________________________________ Name: Title: /s/ Stuart Feldman ________________________________________ Stuart _____________ dt 1545147
Preview Full Doc	2002	Corporate Governance Agreement Corporate Governance Agreement (31K) Doc #1096866: Click preview link for longer preview. This Agreement is entered into as of July 26, 2002 by Stericycle, Inc., a Delaware corporation (the "Company"), and the Persons whose names are set forth on the attached Schedule I (collectively, the "Investors"). A. The Company and the Investors are the parties currently bound by that certain Registration Rights Agreement, dated as of November 12, 1999 (the "1999 Registration Rights Agreement"), which was entered into at the closing of that certain concurrently closing an Amended and Restated Preferred Stock Purchase Agreement (the "Purchase . . . 1096866	Stericycle Stericycle, Inc. ( Waste Management Services ) As referenced in this Corporate Governance Agreement: Stericycle, Inc. – dex103.txt AMENDED & RESTATED CORPORATE GOVERNANCE AGMT Exhibit 10.3 Amended and Restated Corporate Governance Agreement This Agreement is entered into as of July 26, 2002 by Stericycle, Inc. , a Delaware corporation (the "Company"), and the Persons whose names are set forth on the attached Schedule I (collectively, the "Investors"). A. The Company and the Investors are the _____________ Stericycle, Inc. – under this Agreement shall be in writing and sent by certified or registered mail, overnight messenger service, telecopier or personal delivery, as follows: -6- (a) if to Stericycle, to: Stericycle, Inc. 28161 North Keith Drive Lake Forest, Illinois 60045 Attention: Mr. Mark C. Miller President and Chief Executive Officer Telecopier: (847) 367-9493 with a required copy to: Johnson and _____________ Stericycle, Inc. – binding in all respects upon and inure to the benefit of Parties and their respective successors and permitted assigns. -9- In witness, the Parties have executed this Agreement. Company: Stericycle, Inc. By: /s/ Mark C. Miller ------------------------------------------------------ President and Chief Executive Officer MDP Entities: Madison Dearborn Capital Partners III, L.P. By: Madison Dearborn Partners III, L.P. Its: General partner _____________ dt 1475337 ;	Kirkland & Ellis Kirkland & Ellis ( Legal ) As referenced in this Corporate Governance Agreement: Kirkland & Ellis – National Plaza Suite 3800 Chicago, Illinois 60602 Attention: Mr. Thomas R. Reusche Telecopier: (312) 895-1156 with a required copy, in the case of a Notice to any Investor, to: Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 Attention: Jeffrey C. Hammes, P.C. -7- Telecopier: (312) 861-2200 All Notices sent by certified or registered mail shall be _____________ dt 1504070
Preview Full Doc	2002	Corporate Governance Agreement Corporate Governance Agreement (35K) Doc #1672434: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of July 4, 2002, among MDCP Acquisitions plc, a public limited company incorporated under the laws of Ireland (the "Company"), MDCP IV Global Investments, L.P., a limited partnership organized under the laws of the Cayman Islands (the "Majority Investor"), Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS") and Ian Curley ("IJC"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Minority Investors." The . . . 1672434	Jefferson Smurfit Group Public Limited Jefferson Smurfit Group Public Limited Co ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of the Majority Investor. Until _____________ dt 1393955
Preview Full Doc	2002	Corporate Governance Agreement Corporate Governance Agreement (35K) Doc #1913308: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made as of July 4, 2002, among MDCP Acquisitions plc, a public limited company incorporated under the laws of Ireland (the "Company"), MDCP IV Global Investments, L.P., a limited partnership organized under the laws of the Cayman Islands (the "Majority Investor"), Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS") and Ian Curley ("IJC"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Minority Investors." The . . . 1913308	JSF Securities JSF Securities Corp ;	Smurfit-Stone Smurfit-Stone Container Corp. ( Paper & Paper Products ) As referenced in this Corporate Governance Agreement: Smurfit-Stone Container Corp. – event that a Purchased Equity Director (without the consent of the Board) becomes an employee of, serves as a director of, or otherwise provides services for, any Person (other than Smurfit-Stone Container Corp. and its Subsidiaries) that competes with a material business of the Group Companies, such Purchased Equity Director shall be removed upon the written request of the Majority Investor. Until _____________ dt 1393958
Preview Full Doc	2001	Corporate Governance Agreement Corporate Governance Agreement (62K) Doc #204405: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT This Agreement is entered into as of April 11, 2000 by US LEC Corp., a Delaware corporation (the "Company"), and the Persons whose names are set forth ------- on Schedule 1 attached hereto (collectively, the "Investors"). ---------- --------- A. The Company and the Investors have entered into the Preferred Stock Purchase Agreement dated as of the same date as this Agreement (the "Purchase -------- Agreement"), pursuant to the terms and conditions of which (i) the Company is --------- issuing and selling to the Investors, and the Investors are purchasing from the Company an aggregate of 200,000 shares of Preferred Stock and (ii) the Company is issuing an option to the Investors to purchase an aggregate of up to 100,000 shares of Option Preferred Stock pursuant to the terms of the Option Agreement. B. The parties' execution and delivery of this Agreement is a condition of their respective obligations to close under the Purchase Agreement. The parties agree as follows: 1. Definitions. Capitalized terms which are used in this Agreement and the foregoing recitations without being defined have the same meanings that they are given in the Purchase Agreement. In addition, the following terms have these meanings: "Acquisition Event" means (i) the Company has consolidated with, or merged with or into, any other Person and, in connection with any such consolidation or merger, the holders of the Company's Common Stock outstanding immediately prior to such transaction do not own, in the aggregate, at least 50% of the outstanding stock of the surviving entity in such transaction, or (ii) any Person has made a tender offer or exchange offer to acquire any of the Company"s Common Stock (each such offer, a "Tender Offer"), and, upon consummation of the ------------ Tender Offer, the holders of the Company's Common Stock outstanding immediately prior thereto do not own, in the aggregate, at least 50% of the outstanding stock of the Person that made the Tender Offer. "Board of Directors" or "Board" means the Company's board of directors. "Board Action" means (i) such action by the Company as is necessary to cause the majority of the members of the Board (including any incumbent Investor Directors) to be persons designated by the Permitted Owners of the Underlying Common Stock, including causing existing members of the Board to resign and filling the vacancies created with such designees or increasing the size of the Board and filling the vacancies created with such designees or (ii) calling a special meeting of the Company's stockholders for the purpose of electing such designees to fill such vacancies if they are not filled as provided in clause (i). The action required by the Company hereunder shall be taken as soon as practicable and shall include, if required, adoption by the Board of any necessary {PAGE} amendments to the Bylaws, the preparation and submission to the Company's stockholders of a proxy statement in connection with any special stockholders' meeting and the filing of any required reports with the Commission and The Nasdaq Stock Market. "Certificate of Designation" means the Certificate of Designation of the Company relating to the Preferred Stock filed with the Secretary of State of the State of Delaware, as amended, supplemented or otherwise modified. "Common Stock" means the Company's Class A Common Stock, Class B Common Stock and any other class of common stock created by the Company. "Initial Option Stock" means the shares of Option Preferred Stock actually issued by the Company to the Investors pursuant to the Option Agreement. "Initial Preferred Stock" means the 200,000 shares of Preferred Stock issued by the Company to the Investors at the Closing pursuant to the Purchase Agreement. "Investor Agent" means any person designated by the Permitted Owners to serve in such capacity pursuant to this Agreement. "Investor Director" means any person nominated or designated by the Permitted Owners to serve as a director of the Company pursuant to this Agreement. "Investor Observer" means any person designated by the Permitted Owners to serve as an observer at meetings of the Board pursuant to this Agreement; provided that no person may be designated to serve as an Investor Observer whose ------------- association with the Company would, in the opinion of a majority of the directors, be materially damaging to the Company or who is a Competitor or acting as a representative of a Competitor; it being understood that no Person that is an executive of Bain Capital, Inc. or Thomas H. Lee Partners, L.P. shall be deemed to be a representative of a Competitor solely by virtue of the fact that Affiliates of such companies own securities of a Competitor. "Option Preferred Stock" means the Series B Convertible Preferred Stock of the Company, or any other capital stock of the Company into which such stock is reclassified or reconstituted. "Option Stock Designation" means the Certificate of Designation of the Company relating to the Option Preferred Stock to be filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the Option Agreement, as subsequently amended, supplemented or otherwise modified. "Permitted Owner" means (i) an Investor, for as long as the Investor continues to be the beneficial owner of any shares of the Underlying Common Stock, and (ii) each Permitted Transferee, for as long as the Permitted Transferee continues to be the beneficial owner of any shares of Underlying Common Stock. 204405	Bain Bain & Co. ( Consulting ) ; US LEC US LEC Corp. ( Communications Services ) As referenced in this Corporate Governance Agreement: US LEC Corp – txt {DESCRIPTION}CORPORATE GOVERNANCE AGREEMENT {TEXT} {PAGE} Exhibit 1 --------- CORPORATE GOVERNANCE AGREEMENT This Agreement is entered into as of April 11, 2000 by US LEC Corp ., a Delaware corporation (the "Company"), and the Persons whose names are set forth ------- on Schedule 1 attached hereto (collectively, the "Investors"). ---------- --------- A. _____________ US LEC Corp – certified or registered mail, return receipt requested, a recognized overnight courier service, telecopier or personal delivery, as follows: (a) if to Company, to: US LEC Corp . Transamerica Square 401 N. Tryon Street, Suite 1000 Charlotte, North Carolina 28202 Attention: General Counsel Telecopier: (704) 319-3098 with a required _____________ US LEC CORP – permitted assigns. {PAGE} IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. US LEC CORP . By:___________________________________ Name: Michael K. Robinson Title: Executive Vice President and Chief Financial Officer BAIN CAPITAL CLEC INVESTORS, L.L.C. By: _____________ dt 277800 ;	Moore Moore & Van Allen, PLLC ( Legal ) As referenced in this Corporate Governance Agreement: moore & van allen, – North Carolina 28202 Attention: General Counsel Telecopier: (704) 319-3098 with a required copy to: Moore & Van Allen, PLLC 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202-4003 Attention: Barney dt 15844 ; Ropes & Gray Ropes & Gray ( Legal ) As referenced in this Corporate Governance Agreement: ropes & gray – Massachusetts 02109 Attention: Anthony J. DiNovi Telecopier: (617) 227-3514 with a required copy to: Ropes & Gray One International Plaza {PAGE} Boston, Massachusetts 02110-2624 Attention: Philip J. Smith Telecopier: (617) dt 15848
Preview Full Doc	2001	Corporate Governance Agreement Corporate Governance Agreement (62K) Doc #1077556: Click preview link for longer preview. This Agreement is entered into as of April 11, 2000 by US LEC Corp., a Delaware corporation (the "Company"), and the Persons whose names are set forth ------- on Schedule 1 attached hereto (collectively, the "Investors"). ---------- --------- A. The Company and the Investors have entered into the Preferred Stock Purchase Agreement dated as of the same date as this Agreement (the "Purchase -------- Agreement"), . . . 1077556	US LEC US LEC Corp. ( Communications Services ) As referenced in this Corporate Governance Agreement: US LEC Corp. – TYPE>EX-1 2 0002.txt CORPORATE GOVERNANCE AGREEMENT Exhibit 1 --------- CORPORATE GOVERNANCE AGREEMENT This Agreement is entered into as of April 11, 2000 by US LEC Corp. , a Delaware corporation (the "Company"), and the Persons whose names are set forth ------- on Schedule 1 attached hereto (collectively, the "Investors"). ---------- --------- A. The Company and the Investors have entered _____________ US LEC Corp. – shall be in writing and sent by certified or registered mail, return receipt requested, a recognized overnight courier service, telecopier or personal delivery, as follows: (a) if to Company, to: US LEC Corp. Transamerica Square 401 N. Tryon Street, Suite 1000 Charlotte, North Carolina 28202 Attention: General Counsel Telecopier: (704) 319-3098 with a required copy to: Moore & Van Allen, PLLC 100 _____________ US LEC CORP. – of parties and their respective successors and permitted assigns. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. US LEC CORP. By:___________________________________ Name: Michael K. Robinson Title: Executive Vice President and Chief Financial Officer BAIN CAPITAL CLEC INVESTORS, L.L.C. By: Bain Capital Fund VI, L.P., its _____________ dt 1317108 ; Moore Moore & Van Allen, PLLC ( Legal ) As referenced in this Corporate Governance Agreement: Moore & Van Allen, – to Company, to: US LEC Corp. Transamerica Square 401 N. Tryon Street, Suite 1000 Charlotte, North Carolina 28202 Attention: General Counsel Telecopier: (704) 319-3098 with a required copy to: Moore & Van Allen, PLLC 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202-4003 Attention: Barney Stewart III Telecopier: (704) 331-1151 (b) if to the Investors and/or the Investor _____________ dt 1416170 ;	Ropes & Gray Ropes & Gray ( Legal ) As referenced in this Corporate Governance Agreement: Ropes & Gray – 3274 and Thomas H. Lee Partners, L.P. 75 State Street, 26/th/ Floor Boston, Massachusetts 02109 Attention: Anthony J. DiNovi Telecopier: (617) 227-3514 with a required copy to: Ropes & Gray One International Plaza Boston, Massachusetts 02110-2624 Attention: Philip J. Smith Telecopier: (617) 951-7050 All Notices shall be deemed to have been duly given: when delivered by _____________ dt 1335284
Full Doc	2000	Corporate Governance Agreement Corporate Governance Agreement (11K) Doc #1628411: This document is immediately available for purchase, but does not have a preview available for viewing. 1628411	Simula Simula Inc
Preview Full Doc	2000	Corporate Governance Agreement Corporate Governance Agreement (24K) Doc #1628415: Click preview link for longer preview. <DESCRIPTION>CORPORATE GOVERNANCE AGREEMENT <TEXT> CORPORATE GOVERNANCE AGREEMENT By this Corporate Governance Agreement, entered into as of this 30th day of September, 2000 ("Agreement"), the parties identified below state, confirm, represent, warrant and agree as follows: 1. RECITALS 1.1. SIMULA. Simula, Inc. ("Simula" or the "Company") is a corporation organized and existing under and by virtue of the laws . . . 1628415	Simula Simula Inc ; Columbia Columbia University ( Universities ) As referenced in this Corporate Governance Agreement: Columbia University – and supervised the creation of a comprehensive approach to human resources programs covering all Company divisions. Forst received his J.D. in 1978 and his LL.M. in 1981 from Columbia University School of Law. 5 <PAGE> Simula, Inc. is a diversified technology company that designs and manufactures occupant safety systems and devices engineered to safeguard human life in a _____________ dt 1375771 ;	Bryan Cave Bryan Cave ( Legal ) As referenced in this Corporate Governance Agreement: Bryan Cave – 85283 2 <PAGE> If to Simula: Simula, Inc. 2700 North Central Avenue Suite 1000 Phoenix, Arizona 85004 Fax: (602) 631-9005 Attention: Bradley P. Forst with copies to: Bryan Cave LLP 2800 North Central Avenue Suite 2100 Phoenix, Arizona 85004 Fax: (602) 364-7070 Attention: Frank M. Placenti, Esq. 3.2. MODIFICATIONS. No modification or amendment to this Agreement _____________ dt 1392695

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