Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument. 14. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject m...atter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. View More

Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. -6- 25. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that: (c) They have read this Agreement; (d) The...y have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel; (e) They understand the terms and consequences of this Agreement and of the releases it contains; and (f) They are fully aware of the legal and binding effect of this Agreement. View More

Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same Agreement.

Counterparts. This First Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this First Amendment.

Counterparts. This Agreement may be executed in multiple counterparts and each such counterpart will be considered as an original. One counterpart will be delivered to each of the Parties. 15 19. Dispute Resolution. Any dispute, claim or controversy arising out of, under, or in connection with, or in relation to, the Executive's employment, this Agreement and/or any amendments thereto, or the breach thereof, or the subject matter hereof, including but not limited to the granting, terms vesting or exercisabili...ty of the Option Shares or Restricted Shares, which is not resolved informally by prior mutual agreement of the Parties hereto, will be finally resolved by arbitration held in Delaware. The arbitration will be held under the auspices of the Judicial Arbitration & Mediation Services, Inc. ("JAMS"). The arbitration will be conducted in accordance with the then-current JAMS employment arbitration rules. The current JAMS employment arbitration rules can be reviewed at http://www.jamsadr.com/rules-employment-arbitration/. The arbitrator will be either a retired judge, or a Delaware licensed attorney (the "Arbitrator"). The Arbitrator will have jurisdiction to hear and rule upon pre-hearing disputes and is authorized to hold pre-hearing conferences in person or by telephone, as the Arbitrator deems necessary. The Arbitrator will have the authority to entertain a motion to dismiss, demurrer, and/or a motion for summary judgment by any party and will apply the standards governing such motions under the federal rules of civil procedure applicable in Delaware. The Arbitrator will render a written award and opinion stating, however briefly, the essential findings and conclusions on which the award is based. The arbitration will be final and binding upon the parties, except as otherwise provided for by the law applicable to review of arbitration decisions/awards. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or to enforce an arbitration award. The Company will pay the Arbitrator's fees and any other fees, costs or expenses unique to arbitration, including the filing fee, the fees and costs of the Arbitrator, and rental of a room to hold the arbitration under this Agreement. However if Executive is the party initiating the claim, Executive will contribute an amount equal to the filing fee to initiate the claim in the court of general jurisdiction in the state in which Executive is (or was last) employed by the Company. The Arbitrator will award costs to the prevailing party in any dispute subject to arbitration under this Agreement and may award legal fees to the extent required or permitted by applicable law or, in the case of a claim arising under an agreement between the parties, including without limitation, this Agreement, as provided in such agreement. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction if such relief is unavailable or cannot be timely obtained through arbitration. View More

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. [Remainder of page left blank intentionally] EXECUTION VERSION Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to J.P. Morgan Securities LLC, 383 Madison Ave, New York, NY 10179, and by email to EDG_Notices@jpmorgan.com and EDG_NY_Corporate_Sales_Support...@jpmorgan.com. Very truly yours, J.P. MORGAN SECURITIES LLC, AS AGENT FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ Santosh X. Sreenivasan Authorized Signatory Name: Santosh X. Sreenivasan 9 Accepted and confirmed as of the date first written above: WRIGHT MEDICAL GROUP, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer WRIGHT MEDICAL GROUP N.V. By: /s/ David H. Mowry Name: David H. Mowry Title: Executive Vice President and Chief Operating Officer 10 Exhibit A Confirmation EX-10.2 4 d214955dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT TO THE WARRANT CONFIRMATION Date: November 24, 2015 From: JPMorgan Chase Bank, National Association ("Dealer") London Branch 25 Bank Street Canary Wharf London E14 5JP England c/o J.P. Morgan Securities LLC 383 Madison Ave. New York, NY 10179 To: Wright Medical Group, Inc. ("Company") 5677 Airline Road, Arlington, TN 38002 Attention: James A. Lightman | Sr. Vice President, General Counsel and Secretary Telephone No. : (901) 867-4743 Facsimile No. : (901) 867-4398 And Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands Attention: James A. Lightman | Sr. Vice President, General Counsel and Secretary Telephone No. : (901) 867-4743 Facsimile No. : (901) 867-4398 Email: jim.lightman@wmt.com Subject: Amendment to the Base Warrant Confirmation dated February 9, 2015 The purpose of this Amendment to the Confirmation (this "Amendment") is to amend certain terms and conditions of the Transaction (as defined below). Reference is made to the letter agreement dated as of February 9, 2015 (the "Confirmation", which is attached hereto as Exhibit A) that confirms the terms and conditions of the Warrants issued by the Company to the Dealer as of the Trade Date, as amended hereby (the "Transaction"). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation; provided that if such meaning is amended thereby, such amended meaning shall apply. On October 1, 2015, Company and Wright Medical Group N.V. (which was previously known as Tornier N.V., the "Parent") completed the Tornier Merger Transaction. 1 In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, Company, Dealer and Parent hereby agree as follows: 1. Assignment and Assumption. (a) For an agreed consideration, the Company hereby assigns to the Parent, and the Parent hereby irrevocably assumes from the Company, as of the date hereof, all the obligations of Company under the Confirmation and all the obligations of the "Issuer" (with the meaning of such term amended in accordance with Section 2(a) below) under the Confirmation, provided that the representations and warranties of the Company in Section 8 of the Confirmation shall be replaced by the representations and warranties of the Parent in Section 3 of this Amendment. From and after the date hereof, Parent shall assume and succeed to the obligation of the Company to make due and punctual payment and delivery of all payment and delivery obligations under the Confirmation and the performance and observation of every covenant or other obligation on the part of the Company and/or the Issuer to be performed or observed by it. (b) On or prior to the Currency Business Day immediately following the date hereof, the Dealer shall transfer to the Parent a cash amount in Euros (the "Par Value Payment") equal to the product of (i) a number of Shares equal to the Number of Warrants multiplied by the Warrant Entitlement, subject to any adjustments made to such numbers by the Calculation Agent on or prior to the date of such payment, and (ii) the par value per Share as of such date. Such Par Value Payment shall constitute an advance payment for purposes of paying up the Shares issuable upon exercise of the Warrants. Upon receipt, Parent shall reserve the Par Value Payment and apply the Par Value Payment against the obligation to pay-up the Shares upon exercise of the Warrants. To the extent that the Par Value Payment exceeds the aggregate nominal value of the Shares issued upon exercise of the Warrants, then such excess shall be regarded as share premium. View More

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other electronic transmission shall constitute valid and sufficient delivery thereof. 36 21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpr...etation of, this Agreement. View More

Counterparts. This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute an agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. 34 18. Successors and Assigns. This Agreement shall be binding upon the Underwriters, and the Company and their successors and assigns and any successor or assign of any substantial portion of the Company's and any of the Underwriters' respective businesses and/or assets. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows]... 35 If the foregoing correctly sets forth the understanding among the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Underwriters, severally. View More

Counterparts. This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.