EX-10.1
from 8-K
165 pages
Purchase and Sale Agreement by and Among Nbm US Holdings, Inc., Leucadia National Corporation, Nbpco Holdings, LLC, Leucadia National Corporation, as the Sellers’ Representative, National Beef Packing Company, LLC and Marfrig Global Foods S.A. Dated as of April 9, 2018
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EX-10.2
from 8-K/A
10 pages
1. (A) From the Date of the Closing (As Defined in the Pspa) Until the Board Appointment Event (As Defined Below), Leucadia Shall Have the Right to Appoint Two Representatives Reasonably Acceptable to the Company (Each, a “Board Observer”) to Be Present (Whether in Person or by Telephone) at All Meetings of the Board of Directors of the Company (The “Board”) and the Compensation and Audit Committees Thereof; Provided That Such Board Observers Shall Not Be Entitled to Vote at Such Meetings, Be Counted for the Purposes of Establishing Quorum, or Otherwise Be Required to Approve or Consent to Any Action Proposed to Be Taken by the Board or Any Committee Thereof. Once Appointed, the Company Shall Send to Each Such Board Observer All of the Notices, Information and Other Materials (Including Meeting Notices and Agendas) That Are Distributed to the Members of the Board and the Compensation and Audit Committees Thereof, All at the Same Time and in the Same Manner as Such Notices, Agenda, Information and Other Materials Are Provided to the Members of the Board. if Any Board Observer Resigns or Becomes Ineligible to Serve as a Board Observer, Leucadia Shall Have the Right to Designate a Replacement for Such Board Observer, Provided, That Such Replacement Is Reasonably Acceptable to the Company. the Company Agrees to Take All Actions Necessary to Ensure the Foregoing. Leucadia Shall Cause Each Board Observer to Keep All Notices, Agenda Information and Other Materials Provided Pursuant to This Paragraph 1(a) Confidential (Such Confidentiality Obligations to Be on Customary Terms and Conditions and No More Restrictive Than the Confidentiality Obligations Imposed on the Company’s Directors). Notwithstanding the Foregoing, Any Board Observer May Be Prohibited From
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