Counterparts Contract Clauses (32,839)

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 deemed an original and all of which, when taken together, will constitute one and the same agreement. Any signature affixed to this Agreement by a Party hereto may be delivered by such Party to the other Parties via electronic transmission and any Party's signature affixed to this Agreement that is delivered to the other Parties via an electronic transmission shall be treated as an original signature to this Agreement... and will constitute an original counterpart of this Agreement. View More
Counterparts. This Agreement Amendment may be executed in separate counterparts, each of which will be deemed an original and all of which, when taken together, will constitute one and the same agreement. Any signature affixed to this Agreement Amendment by a Party party hereto may be delivered by such Party party to the other Parties party via electronic or facsimile transmission and any Party's party's signature affixed to this Agreement Amendment that is delivered to the other Parties party via an electron...ic or facsimile transmission shall be treated as an original signature to this Agreement Amendment and will constitute an original counterpart of this Agreement. Amendment. View More
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Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto, respectively, and delivered to the other Party hereto, respectively. Delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email portable document format (PDF) shall be as eff...ective as delivery of a manually executed counterpart of this Agreement. [The Remainder of this Page is Intentionally Left Blank.] View More
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto, respectively, Party and delivered to the other Party hereto, respectively. Party. Delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email portable document format (PDF) sh...all be as effective as delivery of a manually executed counterpart of this Agreement. [The Remainder of this Page is Intentionally Left Blank.] View More
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Counterparts. This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement. Signature pages delivered by facsimile or in .PDF format shall be valid as originals for all purposes hereof.
Counterparts. This Note Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement. Signature pages delivered by facsimile or in .PDF format shall be valid as originals for all purposes hereof.
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Counterparts. The Note may be executed in two counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. * * * * -8- The Company has caused this Convertible Promissory Note to be signed by its duly authorized officer and dated the day and year first above written. THERALINK TECHNOLOGIES, INC. By: Name: Mick Ruxin, M.D. Title: Chief Executive Officer AGREED AND ACCEPTED: [INVESTOR] By: Name: Title: Address: Email: SIGNATURE PAGE TO CONVERTIBLE... PROMISSORY NOTE EXHIBIT A NOTICE OF CONVERSION (To be executed by the Holder in order to convert this Note) To: Theralink Technologies, Inc. 15000 W. 6th Ave., #400 Golden, CO 80401 Attn: Chief Executive Officer The undersigned hereby irrevocably elects to convert $ of the outstanding principal and/or accrued interest of the above Note into shares of Common Stock of Theralink Technologies, Inc., according to the conditions stated therein, as of the Conversion Date written below. Conversion Date: Applicable Note Conversion Price: Signature: Name: Address: Amount to be converted: $ Amount of Note unconverted: $ Note Conversion Price per share: Number of shares of Common Stock to be issued: Please issue the shares of Common Stock in the following name and to the following address: SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES (CONCURRED IN BY COUNSEL FOR THE COMPANY) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THERALINK TECHNOLOGIES, INC. 2021 CONVERTIBLE PROMISSORY NOTE $[ ] Golden, Colorado Issue Date: NOVEMBer [ ], 2021 FOR VALUE RECEIVED, Theralink Technologies, Inc., a Nevada Company (the "Company"), promises to pay to the order of [ ] (the "Holder") the principal amount of $[ ] (the "Principal Amount") upon the terms and subject to the conditions set forth herein (this "Note"). This Note is issued pursuant to a Securities Purchase Agreement (the "Purchase Agreement") between the Company and Holder and is one of a series of promissory notes to be issued by the Company known as the 2021 Convertible Promissory Notes (collectively referred to as the "2021 Notes"), all of which contain substantially similar terms. The 2021 Notes are intended to provide financing to the Company in anticipation of a listing on a Qualified National Exchange (as defined below). View More
Counterparts. The Note may be executed in two counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. * * * * -8- -6- The Company has caused this Convertible Secured Promissory Note to be signed by its duly authorized officer and dated the day and year first above written. THERALINK TECHNOLOGIES, INC. By: /s/ Mick Ruxin Name: Mick Ruxin, M.D. Ruxin Title: Chief Executive Officer AGREED AND ACCEPTED: [INVESTOR] Ashton Capital Corporation By...: /s/ Yvonne Fors Name: Yvonne Fors Title: VP of Finance Address: 1201 Monster Road SW, Suite 350, Renton WA 98057 Email: yvonnef@ashtoncorp.com SIGNATURE PAGE TO CONVERTIBLE SECURED PROMISSORY NOTE EXHIBIT A NOTICE OF CONVERSION (To be executed by the Holder in order to convert this Note) To: Theralink Technologies, Inc. 15000 Inc.15000 W. 6th Ave., #400 Golden, CO 80401 Attn: Chief Executive Officer The undersigned hereby irrevocably elects to convert $ of the outstanding principal and/or accrued interest of the above Note into shares of Common Stock of Theralink Technologies, Inc., according to the conditions stated therein, as of the Conversion Date written below. Conversion Date: Applicable Note Conversion Price: Signature: Name: Address: Amount to be converted: $ Amount of Note unconverted: $ Note Conversion Price per share: Number of shares of Common Stock to be issued: Please issue the shares of Common Stock in the following name and to the following address: SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES (CONCURRED IN BY COUNSEL FOR THE COMPANY) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THERALINK TECHNOLOGIES, INC. 2021 CONVERTIBLE SECURED PROMISSORY NOTE $[ ] $1,000,000.00 Golden, Colorado Issue Date: NOVEMBer [ ], MAY 12, 2021 FOR VALUE RECEIVED, Theralink Technologies, Inc., a Nevada Company corporation (the "Company"), promises to pay to the order of [ ] Ashton Capital Corporation (the "Holder") the principal amount of $[ ] $1,000,000 (the "Principal Amount") upon the terms and subject to the conditions set forth herein (this "Note"). This Note is issued pursuant to a Securities Purchase Agreement (the "Purchase Agreement") between the Company and Holder and is one of a series of promissory notes to be issued by the Company known as the 2021 Convertible Secured Promissory Notes (collectively referred to as the "2021 Notes"), all of which contain substantially similar terms. The 2021 Notes are intended to provide financing to the Company in anticipation of a listing on a Qualified National Exchange (as defined below). View More
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Counterparts. This Amendment may be executed in one or more counterparts all of which together shall constitute one and the same agreement. The delivery by any party of an executed counterpart hereof by facsimile transmission or email of .pdf copies shall be effective as an original executed counterpart of this Amendment by such party and shall constitute an original enforceable document.
Counterparts. This Amendment #1 may be executed in one or more counterparts counterparts, all of which together shall constitute one and the same agreement. The delivery by any party of an executed counterpart hereof by facsimile transmission or email of .pdf copies shall be effective as an original executed counterpart of this Amendment #1 by such party and shall constitute an original enforceable document.
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Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same agreement. SIGNATURES IMMEDIATELY FOLLOWING ON NEXT PAGE [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Counterparts. This Amendment No. 3 1 may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same agreement. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 3 SIGNATURES IMMEDIATELY FOLLOWING ON NEXT PAGE [***] Certain informati...on in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. View More
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Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 3 12. Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Support Agreement or of any other... term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. View More
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 3 4 12. Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Support Agreement or of any oth...er term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. View More
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Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and each other agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, electronic transmission of a .tiff, .pdf, JPEG or similar file, shall be treated in all manner and respects and f...or all purposes as an original agreement or instrument and shall 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 shall re-execute original forms thereof and deliver them to all other parties, except that the failure of any party to comply with such a request shall not render this Agreement invalid or unenforceable. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine, electronic transmission of a .tiff, .pdf, JPEG or similar file, to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine, electronic transmission of a .tiff, .pdf, JPEG or similar file, as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. View More
Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and each other agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, electronic transmission of a .tiff, .pdf, JPEG or similar file, shall be treated in all manner and respects and f...or all purposes as an original agreement or instrument and shall 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 shall re-execute original forms thereof and deliver them to all other parties, except that the failure of any party to comply with such a request shall not render this Agreement invalid or unenforceable. No party hereto Party or to any such agreement or instrument shall raise the use of a facsimile machine, an electronic transmission of a .tiff, .pdf, JPEG or similar file, file to deliver a signature signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine, an electronic transmission of a .tiff, .pdf, JPEG or similar file, as a defense to the formation or enforceability of a contract and each such party Party forever waives any such defense. View More
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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 one and the same instrument. We believe that you would be a worthy addition to the Company and are capable of making an outstanding contribution and that we, in turn, can offer you a challenging and rewarding career. We look forward to working together with you. Very truly yours, GENERAL FINANCE CORPORATION Accepted and agreed as of the date se...t for above By /s/ Susan L. Harris Susan L. Harris Chair of the Compensation Committee /s/ Ronald F. Valenta Ronald F. Valenta EXHIBIT A Description of Duties and Responsibilities - All activities, responsibilities and authority related to the position of Executive Chairman of the Board of Directors; - Call meetings of the entire Board of Directors, quarterly or as deemed necessary; - Review the agenda for the Board sessions; - Preside over the Board sessions; - Work closely with the Lead Independent Director; - Annually review succession planning of key senior managers and their likely successors with the directors; - The Executive Chairman should ensure the CEO, or their designee, should coordinate the information flow to the directors, periodically discuss director satisfaction with board materials with individual directors to other suggestions on materials. Such information shall be distributed at least one week in advance of regular Board meetings and twenty-four hours in advance of any special meeting; - Review the CEO's strategic plan and provide suggestions and/or recommendations; and - Assist and advise on capital allocation and procurements. EX-10.1 2 exh_101.htm MATERIAL CONTRACTS Blueprint EXHIBIT 10.1 January 1, 2018 Mr. Ronald F. Valenta 5200 Jessen Drive La Cañada, CA 91011 Dear Ron: General Finance Corporation (the "Company") is pleased to confirm the terms of your employment agreement (this "Agreement") under which you will serve as the Executive Chairman of the Board of Directors of the Company (the "Board") commencing on January 1, 2018. The Company is listed on The NASDAQ Stock Market. We believe the position of Executive Chairman will be rewarding and focused upon, but not limited to, the traditional areas of mentoring our new Chief Executive Officer ("CEO"), assisting the CEO in completing his strategic plan and advising on capital allocation and procurement. Your employment will be on the following terms and conditions: 1. Title and Responsibilities 1.1 You will serve as Executive Chairman of the Company effective January 1, 2018. Your duties and responsibilities shall be those normally and customarily vested in an Executive Chairman, as incident to the duties set forth herein and as set forth in the Bylaws of the Company. Some of your duties are listed on Exhibit A. 1.2 You agree to obey all rules, regulations and special instructions of the Company and all other rules, regulations, guides, handbooks, procedures, policies and special instructions applicable to the Company's business in connection with your duties hereunder and you shall endeavor to improve your ability and knowledge of the Company's business in an effort to increase the value of your services for the mutual benefit of the Company and you. 1.3 You will perform your responsibilities principally at the executive offices of the Company. 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 one and the same instrument. We believe that you would be a worthy addition to the Company and are capable of making an outstanding contribution and that we, in turn, can offer you a challenging and rewarding career. We look forward to continuing working together with you. Very truly yours, GENERAL FINANCE CORPORATION Accepted and agreed as of ...the date set for above By /s/ Susan L. Harris Susan L. Harris Chair of the Compensation Committee /s/ Ronald F. Valenta Ronald F. Valenta Jody E. Miller Jody E. Miller EXHIBIT A Description of Duties and Responsibilities - All activities, responsibilities and authority related to the position of President and Chief Executive Chairman Officer; - Responsible for company policies, procedures and culture; - Responsible for company operations; - Responsible for company sales and marketing; - Member of the Executive Management Committee (EMC) and Board of Directors; - Reports to the Board of Directors; and - Call meetings Anticipated Member of the entire GFN Board of Directors, quarterly or as deemed necessary; - Review the agenda for the Board sessions; - Preside over the Board sessions; - Work closely with the Lead Independent Director; - Annually review succession planning of key senior managers and their likely successors with the directors; - The Executive Chairman should ensure the CEO, or their designee, should coordinate the information flow to the directors, periodically discuss director satisfaction with board materials with individual directors to other suggestions on materials. Such information shall be distributed at least one week Directors in advance of regular Board meetings and twenty-four hours in advance of any special meeting; - Review the CEO's strategic plan and provide suggestions and/or recommendations; and - Assist and advise on capital allocation and procurements. EX-10.1 2 exh_101.htm December 2017. EX-10.2 3 exh_102.htm MATERIAL CONTRACTS Blueprint EXHIBIT 10.1 10.2 January 1, 2018 Mr. Ronald F. Valenta 5200 Jessen Drive La Cañada, CA 91011 Jody E. Miller 22307 Gable Road Browning, MO 64086 Dear Ron: Jody: General Finance Corporation (the "Company") is pleased to confirm the terms of your employment agreement (this "Agreement") under which you will serve as the Chief Executive Chairman of the Board of Directors Officer and President of the Company (the "Board") commencing on January 1, 2018. The Company is listed on The NASDAQ Stock Market. We believe the position of Chief Executive Chairman Officer and President will be both challenging, rewarding and focused upon, but not limited to, the traditional areas of mentoring our new Chief Executive Officer ("CEO"), assisting the CEO in completing his strategic plan operations, sales, policies, marketing and advising on capital allocation management of executive personnel and procurement. other projects as are necessary. Your employment will be on the following terms and conditions: 1. Title and Responsibilities 1.1 You will serve as the Chief Executive Chairman Officer and continue to serve as the President of the Company effective January 1, 2018. You will report to the Chairman and Board of Directors of the Company (the "Board"). Your duties and responsibilities shall be those normally and customarily vested in an a Chief Executive Chairman, Officer and President, as incident to the duties set forth herein and as set forth in the Bylaws of the Company. Some of your duties are listed on Exhibit A. In addition, your continuing and new duties shall include those duties and services for the Company and its subsidiaries as the Board shall in its discretion, from time to time, reasonably direct which are not inconsistent with your responsibilities described in this Section 1. 1.2 You agree to obey all rules, regulations and special instructions of the Company and all other rules, regulations, guides, handbooks, procedures, policies and special instructions applicable to the Company's business in connection with your duties hereunder and you shall endeavor to improve your ability and knowledge of the Company's business in an effort to increase the value of your services for the mutual benefit of the Company and you. 1.3 You will perform your responsibilities principally at the executive offices of the Company. View More
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Counterparts. This Time Sharing Agreement may be executed in counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same agreement, even though all parties may not have executed the same counterpart. Each party may transmit its signature by facsimile, and such faxed signature shall have the same force and effect as an original signature.
Counterparts. This Time Sharing Agreement Lease may be executed in counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same agreement, even though all parties may not have executed the same counterpart. Each party may transmit its signature by facsimile, fax to the other party, and such any faxed signature and/or faxed counterpart of this Lease shall have the same force and effect as an original signature. original.... View More
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