Construction Contract Clauses (4,003)

Construction. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without application of the principles of conflicts of laws.

Construction. This Agreement is entered into, and the PSU Award, RSU Award and SAR Award are granted, pursuant to the Plan and are governed by and construed in accordance with the Plan and the administrative interpretations adopted under the Plan. In the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control.

Construction. This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the... context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) "and" and "or" are each used both conjunctively and disjunctively; (c) "any," "all," "each," or "every" means "any and all," and "each and every"; (d) "includes" and "including" are each "without limitation"; (e) "herein," "hereof," "hereunder" and other similar compounds of the word "here" refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require. View More

Construction. Except where the context otherwise requires, wherever used, the singular will include the plural, the plural the singular, the use of any gender will be applicable to all genders, and the word "or" is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this... Agreement or the intent of any provision contained in this Agreement. The term "including" as used herein shall be deemed to be followed by the phrase "without limitation" or like expression. The term "will" as used herein means shall. References to "Article," "Section" or "Appendix" are references to the numbered sections of this Agreement and the appendices attached to this Agreement, unless expressly stated otherwise. Except where the context otherwise requires, references to this "Agreement" shall include the appendices attached to this Agreement. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction will be applied against either Party hereto. [Remainder of page intentionally left blank.] View More

Construction. The parties acknowledge that they jointly drafted this Agreement, that no party can be properly referred to as the drafter of same and that none of the language contained here can be properly construed against either party as the drafter of same. InfuSystem Holdings, Inc. By: /s/ Richard A. DiIorio Name: Richard A. DiIorio Title: Chief Executive Officer /s/ Carrie Lachance Carrie Lachance

Construction. The parties hereto acknowledge and agree that the language of this Release Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the parties.

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Agreement. The terms of this First Amendment amend and modify the Merger Agreement as if fully set forth in the Merger Agreement. Upon the effectiveness of this First Amendment, all references in the Merger Agreement to "the Agreement" or "this Agreement," as applicable, shall refer to the Merger Agreement, as modified by this First Amendment. If there is any conflict between the terms, conditions ...and obligations of this First Amendment and the Merger Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Merger Agreement not specifically modified by this First Amendment are expressly preserved. This First Amendment may be executed in multiple counterparts and transmitted by facsimile, by electronic mail in portable document format ("PDF") form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a Party's signature, with each such counterpart, facsimile or PDF signature constituting an original and all of which together constituting one and the same original. View More

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement and the Notes. The terms of this First Amendment amend and modify the Agreement and the Notes as if fully set forth in the Agreement and the Notes. If there is any conflict between the terms, conditions and obligations of this First Amendment and the Agreement or the Notes, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Agreement and the Notes... not specifically modified by this First Amendment are preserved. 5 8. COUNTERPARTS; ELECTRONIC TRANSMISSION. This First Amendment may be executed in one or more counterparts and by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This First Amendment and any signed agreement or instrument entered into in connection with this First Amendment, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an "Electronic Delivery"), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the other party. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity. View More

Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 17 EX-10.1 2 tm2218686d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EYENOVIA, INC. AMENDED AND RESTATED 2018 OMNIBUS STOCK INCENTIVE ...PLAN, AS AMENDED 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on March 6, 2018 and June 11, 2018, respectively Amendment to 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on April 5, 2019 and June 11, 2019, respectively Amendment and Restatement of 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on April 7, 2020 and June 30, 2020, respectively Amendment to Amended and Restated 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on March 31, 2021 and June 16, 2021, respectively Amendment to Amended and Restated 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on February 28, 2022 and June 16, 2022, respectively 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market value of the Company's Common Stock; to align the interests of Grantees with those of the Company's stockholders; and to promote the success of the Company's business. View More

Construction. The genders and numbers used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. * * * 9 Exhibit A Performance Metrics and Targets The number of vested performance-based Restricted Stock Units will be determined by multiplying the number of performance-based Restricted Stock Units awarded under this agreement by the ...percentage designated below based on the Company's achievement of the performance goals, as determined by the Plan Administrator (the Compensation Committee). Where CRA performance is between two specified levels, the percentage will be interpolated on a straight-line basis, and the number of vested performance-based Restricted Stock Units will be rounded down to the nearest whole number. [NOTE TO FORM: Performance Goals, including performance criteria, performance targets, and achievement formula to be described here.] 10 EX-10.18 6 a2231258zex-10_18.htm EX-10.18 Exhibit 10.18 CRA INTERNATIONAL, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PERFORMANCE Name of Grantee: Number of Restricted Stock Units: Grant Date: CRA INTERNATIONAL, INC. (the "Company") has selected you ("Grantee") to receive an award of Restricted Stock Units identified above, subject to the attached Statement of Terms and Conditions, which is incorporated herein by reference and made a part of this Agreement, and to the provisions of the Company's 2006 Equity Incentive Plan, as may be amended from time to time (the "Plan"). By signing below you both accept this Award and acknowledge that you have read, understand, agree to and accept this Restricted Stock Unit Award Agreement for Performance (the "Agreement"). Condition: 1. This Restricted Stock Unit Award and any shares issued in respect of Restricted Stock Units pursuant thereto are subject to the Company's stock and cash ownership guidelines, as in effect from time to time (the "Ownership Guidelines"). Signed as a Massachusetts agreement under seal as of the Grant Date: CRA INTERNATIONAL, INC. By: Paul Maleh, President and CEO {Insert Holder name} STATEMENT OF TERMS AND CONDITIONS Restricted Stock Unit Award Each Restricted Stock Unit represents the right to receive one share of common stock of the Company ("Common Stock") in accordance with, and subject to, the terms of this Agreement. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Award. For purposes of this Agreement, Company shall also mean all of the Company's subsidiaries. The Company agrees to grant you the Award, subject to the terms and conditions of the Plan and this Agreement as follows: 1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he/she shall have accepted this Award by signing and delivering to the Company a copy of this Agreement within thirty (30) days of the Grant Date indicated on the first page of this Agreement. View More