Grouped Into 729 Collections of Similar Clauses From Business Contracts
This page contains Counterparts clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement. G-III APPAREL GROUP, LTD. By: Grantee EX-10.1 2 t1501166_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 G-III Apparel Group, Ltd. amended and restated 2005 STOCK INCENTIVE PLAN Deferred stock award agreement AGREEMENT, made as of the 12th day of May, 2015 (the "Effective Date"), between G-III APPAREL GROUP, LTD. (the "Company") and ________..._________________ (the "Grantee"), pursuant to the G-III Apparel Group, Ltd. Amended and Restated 2005 Stock Incentive Plan (the "Plan").View More
Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement. G-III APPAREL GROUP, LTD. By: Grantee Participant EX-10.1 2 t1501166_ex10-1.htm t1700280_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 G-III Apparel Group, Ltd. amended and restated 2005 STOCK 2015 long-term INCENTIVE PLAN Deferred restricted stock award unit agreement AGREEMENT, made as of the 12th 27th day of May, 2015 January, 2017 (the... "Effective Date"), between G-III APPAREL GROUP, LTD. (the "Company") and _________________________ __________________ (the "Grantee"), "Participant"), pursuant to the G-III Apparel Group, Ltd. Amended and Restated 2005 Stock 2015 Long-Term Incentive Plan (the "Plan"). Capitalized terms that are used but not defined in this Agreement shall have the meanings given to them by the Plan. 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 of which together shall constitute but one and the same instrument. 3 11. Severability. If any provision of this Agreement shall be held invalid under any applicable laws, then all other terms and provisions of this Agreement and the Loan Documents shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law.
Counterparts. This Agreement and each other Loan Document may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 3 11. Loan Agreement Prosper 236, Collin County, Texas29 24. Severability. If any provision of this Agreement or any other Loan Document shall be held invalid under any applicable laws, then all other terms and provisions of this Agreement and the Loan Documents shall nevertheless re...main effective and shall be enforced to the fullest extent permitted by applicable law. View More
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 2 7. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Collateral Agent and Lenders of this Amendment, and (b) Borrower's payment of all Lenders' Expenses incurred through the date of this Amendment.
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 2 4 7. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Collateral Agent and Lenders of this Amendment, Amendment by each party hereto, and (b) Borrower's payment of all Lenders' Expenses incurred through the date of this Amendment.
Counterparts. This Agreement may be executed in two or more counterparts. Signatures delivered by facsimile (including by "pdf") will be deemed effective for all purposes.
Counterparts. This Agreement may be executed in two or more counterparts. Signatures delivered by facsimile (including by "pdf") will shall be deemed effective for all purposes.
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. 25 Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, NV5 HOLDINGS, INC. By: /s.../ Dickerson Wright Name: Dickerson Wright Title: Chairman and Chief Executive Officer Confirmed as of the date first above-mentioned by the Underwriters.View More
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. 25 26 Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, NV5 HOLDINGS, GLOBAL, ...INC. By: /s/ Dickerson Wright Name: Dickerson Wright Title: WrightTitle: Chairman and Chief Executive Officer Confirmed as of the date first above-mentioned by the Underwriters. View More
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one agreement. 5 If you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date. DANFORTH ADVISORS, LLC COMPANY By: /s/ Christine Boehning By: /s/ Cedric Francois Print Name: Christine Boehning Print Name: Cedric Francois Title: Director of Operations Title: Chief Executive Offi...cer Date: 9/10/15 Date: September 2, 2015 6 Schedule A Description of Services and Schedule of Fees Danforth will perform mutually agreed to finance and accounting functions which are necessary to support the management and operations of identified portfolio companies funded by the Company. CFO Services Danforth shall provide a Chief Financial Officer, Daniel Geffken, who will provide support related to the preparation for and execution and completion of the Company's Initial Public Offering ("IPO"). As necessary and as requested by the Company, following the IPO, Danforth shall provide ongoing support related to the financial operations and strategy of the Company. Technical Accounting Services Danforth shall provide a Technical Accounting Specialist, Jane Lin, who will provide technical accounting support to the Company during the IPO. The Technical Accounting Specialist will address specific accounting issues that are highly technical in nature (i.e., require a thorough understanding, interpretation and/or analysis, of accounting literature), such as revenue recognition, accounting for acquisitions or business combinations, and classification and valuation of complex debt and equity instruments. Fees: Danforth will bill the Company on a monthly basis for actual hours incurred at the rates outlined below, provided, however, that in no month shall Danforth's invoice be less than $5,000 ("Monthly Minimum"). CFO: Daniel Geffken $300/hour Technical Accounting Specialist: Jane Lin $300/hour Equity Compensation: Upon signing this Agreement, the Company shall grant Geffken individually an option to purchase 75,000 shares of its common stock (the "Shares"). The number of shares underlying this option shall be adjusted at the time of any split, reverse-split or other share adjustment that occurs preceding or concurrently with the IPO. The Shares shall be valued at the fair market value of common shares as of the Effective Date or the Company's most current valuation or issuance. The Shares shall vest ratably over twelve months commencing on the Effective Date or in full upon the expiration or termination of this Agreement at any time prior to the first anniversary of the Effective Date, unless such expiration or termination is the result of termination by the Company for Cause or resignation by Geffken, in which case vesting shall cease. The exercise period for the option will expire upon the earlier of a) five years after the date of expiration or termination of this Agreement, or b) ten years after the Effective Date. 7 EX-10.12 14 d23325dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made effective as of August 20, 2015 (the "Effective Date"), by and between Apellis Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business being 6400 Westwind Way, Suite A, Crestwood, Kentucky, 40014 (the "Company") and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 ("Danforth"). The Company and Danforth are herein sometimes referred to individually as a "Party" and collectively as the "Parties." WHEREAS, the Company possesses know-how and proprietary technology related to immunotherapies for autoimmune diseases; and WHEREAS, Danforth has expertise in financial and corporate operations and strategy; and WHEREAS, Danforth desires to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial advice and support services, as more fully described in Exhibit A attached hereto, (the "Services"); and WHEREAS, the Company wishes to engage Danforth on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree and covenant as follows.View More
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one agreement. 5 If you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date. DANFORTH ADVISORS, LLC COMPANY By: /s/ Christine Boehning By: /s/ Cedric Francois Print Name: Christine Boehning Print Name: Cedric Francois Title: Director of Operations Title: Chief Executive Offi...cer Date: 9/10/15 Date: September 2, 2015 6 Schedule A Description of Services and Schedule of Fees Danforth will perform mutually agreed to finance and accounting functions which are necessary to support the management and operations of identified portfolio companies funded by the Company. CFO Services Danforth shall provide a Chief Financial Officer, Daniel Geffken, who will provide support related to the preparation for and execution and completion of the Company's Initial Public Offering ("IPO"). As necessary and as requested by the Company, following the IPO, Danforth shall provide ongoing support related to the financial operations and strategy of the Company. Technical Accounting Services Danforth shall provide a Technical Accounting Specialist, Jane Lin, who will provide technical accounting support to the Company during the IPO. The Technical Accounting Specialist will address specific accounting issues that are highly technical in nature (i.e., require a thorough understanding, interpretation and/or analysis, of accounting literature), such as revenue recognition, accounting for acquisitions or business combinations, and classification and valuation of complex debt and equity instruments. Fees: Danforth will bill the Company on a monthly basis for actual hours incurred at the rates outlined below, provided, however, that in no month shall Danforth's invoice be less than $5,000 ("Monthly Minimum"). CFO: Daniel Geffken $300/hour Technical Accounting Specialist: Jane Lin $300/hour Equity Compensation: Upon signing this Agreement, the Company shall grant Geffken individually an option to purchase 75,000 shares of its common stock (the "Shares"). The number of shares underlying this option shall be adjusted at the time of any split, reverse-split or other share adjustment that occurs preceding or concurrently with the IPO. The Shares shall be valued at the fair market value of common shares as of the Effective Date or the Company's most current valuation or issuance. The Shares shall vest ratably over twelve months commencing on the Effective Date or in full upon the expiration or termination of this Agreement at any time prior to the first anniversary of the Effective Date, unless such expiration or termination is the result of termination by the Company for Cause or resignation by Geffken, in which case vesting shall cease. The exercise period for the option will expire upon the earlier of a) five years after the date of expiration or termination of this Agreement, or b) ten years after the Effective Date. 7 EX-10.12 14 d23325dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 AMENDMENT NO. 1 TO CONSULTING AGREEMENT This Amendment No. 1 to Consulting Agreement (the "Agreement") ("Amendment") is made effective as of August 20, 2015 (the "Effective 8, 2016 ("Effective Date"), by and between Apellis Pharmaceuticals, Inc., Inc. with a Delaware corporation, with its principal place of business being 6400 Westwind Way, Suite A, Crestwood, Kentucky, KY 40014 (the "Company") ("Company") and Danforth Advisors, LLC, LLC ("Consultant"), with a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 ("Danforth"). The Company Capitalized terms used but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth are herein sometimes referred to individually as a "Party" Advisors and collectively as the "Parties." WHEREAS, the Company possesses know-how dated as of August 20, 2015 ("Agreement"). WHEREAS, Consultant is engaged by the company under the terms and proprietary technology related conditions of the Consulting Agreement and the parties hereto desire to immunotherapies for autoimmune diseases; and WHEREAS, Danforth has expertise in financial and corporate operations and strategy; and WHEREAS, Danforth desires to serve as an independent consultant for revise the purpose terms of providing the Company with certain strategic and financial advice and support services, as more fully described in Exhibit A attached hereto, (the "Services"); and WHEREAS, the Company wishes to engage Danforth Consulting Agreement on the terms and conditions set forth herein. NOW more fully herein; and WHEREAS, the Company and Consultant mutually desire to amend the scope of the Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained and for the other good and valuable consideration, the receipt of which are is hereby acknowledged, acknowledge, the Parties parties hereby agree as follows: 1. Exhibit A-1, attached hereto is added to the Agreement in its entirety. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and covenant as follows. the same Amendment, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to the other. View More
Counterparts. This Assignment may be executed in any number of counterparts, all of which, when taken together, shall constitute one and the same instrument, and any party hereto may execute this Assignment by signing any such counterpart.
Counterparts. This Assignment may be executed in any number of counterparts, including facsimile counterparts with originals to follow, all of which, when which taken together, together shall constitute one and the same instrument, and any party hereto may execute this Assignment by signing any such counterpart.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture (including facsimile transmission or portable document format). Each signed copy shall be an original, but all of them together represent the same agreement.
Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture (including facsimile transmission or portable document format). Each signed copy shall be an original, but all of them together represent the same agreement.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic "pdf" transmission shall be equally effective as delivery of a manually executed counterpart of a signature page to this Amendment.5. Applicable Law. This Amendment shall be governed by and shall be construed and enforced in... accordance with the internal laws of the State of New Jersey, without regard to conflicts of law principles.View More
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic "pdf" transmission shall be equally effective as delivery of a manually executed counterpart of a signature page to this Amendment.5. Applicable Law. This Amendment shall be governed by and shall be construed and enforced in... accordance with the internal laws of the State of New Jersey, California, without regard to conflicts of law principles. View More
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile or electronic (email) copies of the signature pages to this Amendment shall be deemed to be originals for all purposes of this Amendment. [1] December 17, 2010 to be inserted for SR I and March 5, 2012 to be inserted for SR II. 2 8. Effect of Amendment. Except as specifically modified by this Amendment, all of the terms and conditions of the Agreement remain in full force and effect..., and are hereby ratified and confirmed by Seller and Purchaser. Notwithstanding the foregoing, in the event there is any conflict between the terms and provisions of the Agreement and this Amendment, the terms and provisions of this Amendment shall control.View More
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile or electronic (email) copies of the signature pages to this Amendment shall be deemed to be originals for all purposes of this Amendment. [1] December 17, 2010 to be inserted for SR I and March 5, 2012 to be inserted for SR II. 2 8. 1 5. Effect of Amendment. Except as specifically modified by this Amendment, all of the terms and conditions of the Agreement remain in full force and e...ffect, and are hereby ratified and confirmed by Seller and Purchaser. Buyer. Notwithstanding the foregoing, in the event there is any conflict between the terms and provisions of the Agreement and this Amendment, the terms and provisions of this Amendment shall control. View More
