Assignments Contract Clauses (25,530)

Assignments. Notices to the Subscriber shall be directed to the address on page 2 and notices to the Company shall be directed to it at the first page of this Subscription Agreement. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. SCHEDULE A CANADIAN QUESTIONNAIRE All... capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Subscriber covenants, represents and warrants to the Company that: 1. the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and the Subscriber is able to bear the economic risk of loss arising from such transactions; 2. the Subscriber is (tick one or more of the following boxes): (A) a director, executive officer, employee or control person of the Company or an affiliate of the Company ☐ (B) a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (C) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (D) a close personal friend of a director, executive officer, founder or control person of the Company ☐ (E) a close business associate of a director, executive officer, founder or control person of the Company or an affiliate of the Company ☐ (F) an accredited investor ☐ (G) a company, partnership or other entity of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to F ☐ (H) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs A to F ☐ (I) purchasing as principal Securities with an aggregate acquisition cost of not less than CDN$150,000 ☐ 3. if the Subscriber has checked box B, C, D, E, G or H in Section 2 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is: (Instructions to Subscriber: fill in the name of each director, executive officer, founder and control person which you have the above-mentioned relationship with. If you have checked box G or H, also indicate which of A to F describes the securityholders, directors, trustees or beneficiaries which qualify you as box G or H and provide the names of those individuals. Please attach a separate page if necessary). View More

Assignments. The Company shall have the right to assign its rights hereunder to any successor in interest, whether by merger, consolidation, sale of assets, or otherwise. EX-10.6 6 d169629dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Set forth in the attached award notice (the "Award Notice") Grant Date: Set forth in the Award Notice Per Share Exercise Price: Set forth in the Award Notice Number... of Shares subject to this Option: Set forth in the Award Notice * * * * * THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option provided for herein to the Participant. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows: 1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement will have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. No part of the Option granted hereby is intended to qualify as an "incentive stock option" under Section 422 of the Code. View More

Assignments. The Secured Parties may assign, endorse or transfer any instrument evidencing all or any part of the Obligations as provided in, and in accordance with, the Loan Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.

Assignments. Purchaser shall neither assign its rights nor delegate its obligations hereunder directly or indirectly, without obtaining Seller's prior written consent, which consent may be granted or withheld in Seller's sole discretion. Notwithstanding anything to the contrary contained in this Section 21, Purchaser may assign this Agreement simultaneously with Closing to any Affiliate (as hereinafter defined) of Purchaser. In connection with any assignment permitted or consented to hereunder, such... assignee shall assume in writing all of the Purchaser's obligations under this Agreement in form and substance reasonably satisfactory to Seller, provided that Purchaser originally named herein shall not be relieved from its obligations under this Agreement. Any other purported or attempted assignment or delegation without obtaining Seller's prior written consent or not otherwise permitted hereunder shall be void and of no effect. For purposes of this Section 21, the term (a) "Affiliate" means (i) any corporation, limited liability company, partnership or trust in which Joseph Lostritto and Glen Lostritto and/or members of their respective families owns or controls more than fifty percent (50%) of the beneficial and management interest. No consent given by Seller to any transfer or assignment of Purchaser's rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of Purchaser's rights or obligations hereunder. No consent given by Seller to any transfer or assignment of Purchaser's rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of Purchaser's rights or obligations hereunder. Purchaser shall not resell the Property or any part thereof through a "double escrow" or other similar procedure without Seller's prior written consent, which consent may be granted or withheld in Seller's sole discretion. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. 29 22. Pronouns; Joint and Several Liability. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties may require. If Purchaser consists of two or more parties, the liability of such parties shall be joint and several. View More

Assignments. Neither party may assign any of its rights or interest in this Agreement or any Order or subcontract its performance of this Agreement or any Order, without the other Party's prior written consent; provided, however, that either Party may assign this Agreement to a party acquiring substantially all of such Party's assets by providing the other Party with at least thirty (30) days' prior notice of the closing of such transaction. Any prohibited assignment shall be void. Subject to the foregoing,... this Agreement and all Orders shall be binding upon and inure to the benefit ofthe Parties and their successors and permitted assigns. View More

Assignments. This Agreement may be assigned by Buyer to another state or federal agency, in which event Buyer will provide written notice of assignment to Seller. Seller may not assign this Agreement without the prior written consent of Buyer.

Assignments. You understand and agree that Colfax shall assign this Retention Agreement to any successor in interest to Colfax, whether by merger, reorganization, acquisition, sale or otherwise, to which you become employed (a "Successor"), and thereby require such Successor to expressly assume and agree to perform this Retention Agreement.

Assignments. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Grantee and the assigns and successors of the Trust, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Grantee.

Assignments. Distributor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller.

Assignments. This Agreement is personal to COMPANY and no rights or obligations may be assigned by COMPANY without the prior written consent of M.I.T., which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, COMPANY may assign this Agreement without M.I.T.'s consent (a) to any of its AFFILIATES, if COMPANY guarantees the full performance of its AFFILIATES' obligations hereunder, or (b) to a successor-in-interest in connection with the transfer or sale of all... or substantially all of the business of COMPANY to which this Agreement relates, whether by merger, stock sale, asset acquisition or otherwise, provided, however, that (i) COMPANY shall deliver written notice to M.I.T. within [***] business days after any such assignment, such notice to include the assignee's contact information, (ii) the permitted assignee shall assume the obligations of COMPANY hereunder in writing to M.I.T. on or before the effective date of such assignment, 38 and (iii) COMPANY and its AFFILIATES are not in default of any their obligations under this Agreement (including without limitation payment of any amounts due under this Agreement and/or diligence obligations) at the time of such proposed assignment. Any purported assignment in contravention of this Article 10 shall be null and void and of no effect. No assignment of this Agreement shall act as a novation or release of COMPANY and its AFFILIATES from responsibility for the performance of any obligations accrued prior to such assignment. View More