A Carlyle board representation agreement is created by the shareholders and management of the company The Carlyle Group, which is a global alternative asset manager, in order to elect and appoint new board representatives who will take important decisions regarding the operations of the company.
Sample Carlyle Board Representation Agreement
This agreement is made on August 11, 2011 in Los Angeles between Carlyle, referred to as the COMPANY, and the PRINCIPAL STOCKHOLDERS.
The parties hereby agree on this terms and conditions:
According to the terms and conditions in this agreement, the STOCKHOLDERS and the COMPANY agree that as long as Carlyle has Article 4 Rights, the COMPANY shall be entitled to appoint directors to the Company Board who are hereby referred as the Company Nominees.
The COMPANY hereby designates Mr Andrew Giles as the Company Nominee.
All the STOCKHOLDERS hereby agree to vote at all the board meetings of the stockholders of the COMPANY) in order to give their consent to the election or appointment of the Company Nominees to the Company Board of Directors.
If the Company Nominee under any circumstances is not able to serve or refuses to serve before the election or appointment, the COMPANY can nominate another person who will be regarded the new Company Nominee.
This agreement cannot be modified or no new additions can be made without the written consent of all the parties referred here.
This agreement shall automatically be null and void with the termination of the Stockholder Agreement.