Grouped Into 89 Collections of Similar Clauses From Business Contracts
This page contains Construction clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of both of the Parties, and no ambiguity shall be construed in favor of or against any one of the Parties.
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the Parties parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of both all of the Parties, parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties. parties hereto.
Construction. This RSU Agreement is the result of negotiations between and has been reviewed by each of the Parties parties hereto and their respective counsel, if any; accordingly, this RSU Agreement shall be deemed to be the product of both all of the Parties, parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties. parties hereto.
Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Ra...ther, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party.View More
Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Ra...ther, the terms of this Agreement shall be construed in a reasonable manner fairly as to effect the intentions of both all parties hereto and not in favor or against either party. any party by the rule of construction abovementioned. View More
Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party party, including, but not limited to Section 1654 of the Californ...ia Civil Code, shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party. View More
Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party party, including, but not limited to Section 1654 of the Californ...ia Civil Code, shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party. 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. 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 22 EX-10.11.1 2 tm2218686d1_ex10-1.htm tv523178_ex10-11x1.htm EXHIBIT 10.1 10.11.1 Exhibit 10.1 10.11.1 EYENOVIA, IN...C. AMENDED AND RESTATED 2018 OMNIBUS STOCK 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 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. 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 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 preserved and remain in multiple counterparts full force 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. effect. View More
Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Purchase Agreement. The terms of this First Amendment amend and modify the Merger Purchase Agreement as if fully set forth in the Merger Purchase Agreement. Upon the effectiveness of this First Amendment, all references in the Merger Purchase Agreement to "the Agreement" or "this Agreement," as applicable, shall refer to the Merger Purchase Agreement, as modified by this First Amendment. If there i...s any conflict between the terms, conditions and obligations of this First Amendment and the Merger Purchase Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Merger Purchase 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. 3 6. AUTHORITY. By their execution of this First Amendment, the undersigned Parties hereby confirm that they are duly authorized to execute this First Amendment and any necessary requisite approval has been obtained with respect to this First Amendment and all matters set forth herein. 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. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement and the Notes. Sublicense Agreement. The terms of this First Amendment amend and modify the Sublicense Agreement and the Notes as if fully set forth in the Agreement and the Notes. Sublicense Agreement. If there is any conflict between the terms, conditions and obligations of this First Amendment and the Agreement or the Notes, Sublicense Agreement, this First Amendment's terms, conditions and o...bligations shall control. All other provisions of the Sublicense Agreement and the Notes not specifically modified by this First Amendment are preserved. 5 8. COUNTERPARTS; ELECTRONIC TRANSMISSION. 1 4. 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 Michigan Uniform 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. 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 Securities Purchase Agreement and the Notes as if fully set forth in the Securities Purchase Agreement. Upon the effectiveness of this First Amendment, all references in the Securities Purchase Agreement and to "the Agreement" or "this Agreement," as applicable, shall refer to the Notes. Securities Purchase Agreement, as modif...ied by this First Amendment. If there is any conflict between the terms, conditions and obligations of this First Amendment and the Agreement or the Notes, Securities Purchase Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Securities Purchase Agreement and the Notes not specifically modified by this First Amendment are expressly 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 Uniform Electronic Transactions Act, the Pennsylvania Uniform 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 all other party. parties. 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. 2 5. AUTHORITY. By their execution of this First Amendment, the undersigned parties hereby confirm that: (1) the Company has all corporate right, power and authority to enter into this First Amendment and to consummate the transactions contemplated hereby, (2) all corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this First Amendment by the Company, the authorization, sale, issuance and delivery of the Securities contemplated herein and the performance of the Company's obligations hereunder has been taken, and (3) this First Amendment has been (or upon delivery will have been) duly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. View More
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, laws but not the law of conflict of laws, of the State state of New York.
Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant's obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the... extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The RSUs are intended not to be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent.View More
Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant's obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the... extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The RSUs PSUs are intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, and to not to be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent. intents. View More
Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. The Plan Administrator shall have the discretionary authority to interpret and construe any term or provision of the Plan or this Agreement, and such interpretation shall be binding on all persons having an interest in the Award.
Construction. This Agreement and the Award option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. The Plan Administrator shall have the discretionary authority to interpret and construe any term or provision of the Plan or this Agreement, and such interpretation shall be binding on all persons having an interest in the Award. this option.
Construction. This Agreement and Restricted Stock Units hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Grantee hereby acknowledges that a copy of the Plan has been delivered to the Grantee and accepts the Restricted Stock Units hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. The construction of and decisions under the Plan and this Agreement are vested in the Compensat...ion Committee (or its designee), whose determinations shall be final, conclusive and binding upon the Grantee.View More
Construction. This Agreement and Restricted Stock Units RSUs hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Grantee hereby acknowledges that a copy of the Plan has been delivered to the Grantee and accepts the Restricted Stock Units RSUs hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. The construction of and decisions under the Plan and this Agreement are vested in the...Compensation Committee (or its designee), whose determinations shall be final, conclusive and binding upon the Grantee. View More
