Grouped Into 967 Collections of Similar Clauses From Business Contracts
This page contains Entire Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement. This Amendment, together with the other Loan Documents, sets forth the entire agreement of the parties with respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this Amendment.
Entire Agreement. This Amendment, together with the other Loan Amendment Documents, sets forth the entire agreement of the parties with respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this Amendment.
Entire Agreement. This Option Agreement, the Grant Notice and the Plan constitute the entire understanding between the Participant and the Company regarding the Option. This Option Agreement, the Grant Notice and the Plan supersede any prior agreements, commitments or negotiations concerning the Option. 11 EX-10.4 7 d767327dex104.htm EX-10.4 EX-10.4 Exhibit 10.4 OPTION GRANT NOTICE UNDER THE CATALENT, INC. 2014 OMNIBUS INCENTIVE PLAN Catalent, Inc. (the "Company"), pursuant to its 2014 Omnibus Incentive Plan, as ...it may be amended from time to time (the "Plan"), hereby grants to the Participant set forth below the Option set forth below, at an Exercise Price per share as set forth below. The Option is subject to all of the terms and conditions as set forth herein and in the Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant) and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein or in the Option Agreement shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Date of Grant] Number of Shares Subject to Option: [Insert No. of Shares Subject to the Option Granted], subject to adjustment as set forth in the Plan. Exercise Price per Share: [Insert Exercise Price per share], subject to adjustment as set forth in the Plan. Option Period Expiration Date: [Insert Expiration Date (e.g., Ten years from Date of Grant)] Type of Option: Nonqualified Stock Option Vesting Schedule: Provided the Participant has not incurred a Termination at the time of each applicable vesting date, the Option shall become vested and exercisable as to 25% of the shares of Common Stock subject to the Option on each of the first, second, third and fourth anniversaries of the Date of Grant. Notwithstanding the foregoing, in the event of a Change in Control, to the extent the acquiring or successor entity does not assume, continue or substitute for the Option, the Option, to the extent not then vested or previously forfeited or cancelled, shall become fully vested. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE OPTION HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN. THE PARTICIPANT'S RIGHTS UNDER THIS OPTION GRANT NOTICE AND THE OPTION AGREEMENT WILL LAPSE SIXTY (60) DAYS FROM THE DATE OF GRANT AND THE OPTION WILL BE FORFEITED ON SUCH DATE IF THE PARTICIPANT SHALL NOT HAVE ACCEPTED THIS OPTION GRANT NOTICE AND OPTION AGREEMENT BY SUCH DATE. This Option Grant Notice may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. CATALENT, INC. PARTICIPANT1 By: Title: 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 2 OPTION AGREEMENT UNDER THE CATALENT, INC. 2014 OMNIBUS INCENTIVE PLAN Pursuant to the Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement (this "Option Agreement") and the Catalent, Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), Catalent, Inc. (the "Company") and the Participant agree as follows.View More
Entire Agreement. This Option Agreement, the Grant Notice and the Plan constitute the entire understanding between agreement of the Participant parties hereto in respect of the subject matter contained herein and supersede all prior agreements and understandings of the Company regarding the Option. This Option Agreement, the Grant Notice parties, oral and the Plan supersede any prior agreements, commitments or negotiations concerning the Option. 11 written, with respect to such subject matter. 6 EX-10.4 7 d767327...dex104.htm 6 d202723dex104.htm EX-10.4 EX-10.4 Exhibit 10.4 NEO Form OPTION GRANT NOTICE UNDER THE CATALENT, CANDELA MEDICAL, INC. 2014 OMNIBUS 2021 EQUITY INCENTIVE PLAN Catalent, Inc. Candela Medical, Inc., Delaware corporation (the "Company"), pursuant to its 2014 Omnibus 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Option is Options are subject to all of the terms and conditions as set forth herein and herein, in the Option Agreement (attached hereto or previously provided to the Participant hereto), and in connection with a prior grant) and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein or in the Option Agreement shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Date of Grant] Vesting Commencement Date: Number of Shares Subject to Option: [Insert No. of Shares Subject to the Option Granted], subject to adjustment as set forth in the Plan. Options: Exercise Price per Share: [Insert Exercise Price per share], subject to adjustment as set forth in the Plan. Price: $ Option Period Expiration Date: [Insert Expiration Date (e.g., Ten years from 10th anniversary of Date of Grant)] Grant Type of Option: Nonqualified Stock Option Vesting Schedule: Provided the Participant has not incurred a Termination at the time of each applicable vesting date, the Option shall become vested and exercisable as to 25% of the shares of Common Stock subject to the Option on each of the first, second, third and fourth anniversaries of the Date of Grant. Notwithstanding the foregoing, in the event of a Change in Control, to the extent the acquiring or successor entity does not assume, continue or substitute for the Option, the Option, to the extent not then vested or previously forfeited or cancelled, shall become fully vested. [VESTING TERMS.] * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE OPTION OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN. THE PARTICIPANT'S RIGHTS UNDER THIS OPTION GRANT NOTICE AND THE OPTION AGREEMENT WILL LAPSE SIXTY (60) DAYS FROM THE DATE OF GRANT AND THE OPTION WILL BE FORFEITED ON SUCH DATE IF THE PARTICIPANT SHALL NOT HAVE ACCEPTED THIS OPTION GRANT NOTICE AND OPTION AGREEMENT BY SUCH DATE. This Option Grant Notice may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. CATALENT, PARTICIPANT1 CANDELA MEDICAL, INC. PARTICIPANT1 By: Title: 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 2 hereto. OPTION AGREEMENT UNDER THE CATALENT, CANDELA MEDICAL, INC. 2014 OMNIBUS 2021 EQUITY INCENTIVE PLAN Pursuant to the Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement (this "Option Agreement") and the Catalent, Candela Medical, Inc. 2014 Omnibus 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the "Plan"), Catalent, Inc. (the "Company") the Company and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Entire Agreement. This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. No modification, amendment, waiver or termination of this Agreement or of any provision hereof will be binding unless made in writing and signed by an authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the term...s, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement will prevail. [End of Text] 4 I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.View More
Entire Agreement. This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. matter; provided, however, that this Agreement shall supplement, and shall not limit or be limited by, any other agreement I have with, or obligation I have to, the Company regarding noncompetition, nonsolicitation, confidentiality, assignment of inventions, and... related covenants. No modification, amendment, waiver or termination of this Agreement or of any provision hereof will be binding unless made in writing and signed by an authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement will prevail. [End of Text] 4 I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.View More
Entire Agreement. This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. No modification, amendment, waiver or termination of this Agreement or of any provision hereof will be binding unless made in writing and signed by an authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the term...s, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement will prevail. [End of Text] 4 I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.View More
Entire Agreement. This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. No modification, amendment, waiver or termination of this Agreement or of any provision hereof will be binding unless made in writing and signed by an authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the term...s, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement will prevail. [End of Text] 4 EXHIBIT A To: Sage Therapeutics, Inc. From: /s/ Albert J. Robichaud Albert J. Robichaud Date: 11/7/11 SUBJECT: Prior Inventions The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company: x No inventions or improvements ̈ See below: ̈ Additional sheets attached The following is a list of all patents and patent applications in which I have been named as an inventor: ̈ None x See below: See attached I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.View More
Entire Agreement. This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. No modification, amendment, waiver or termination of this Agreement or of any provision hereof will be binding unless made in writing and signed by an authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the term...s, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement will prevail. [End of Text] 4 EXHIBIT A To: Sage Therapeutics, Inc. From: /s/ Albert J. Robichaud Albert J. Robichaud Date: 11/7/11 SUBJECT: Prior Inventions The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company: x ̈ No inventions or improvements ̈ See below: ̈ Additional sheets attached The following is a list of all patents and patent applications in which I have been named as an inventor: ̈ None x ̈ See below: See attached I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY. View More
Entire Agreement. This Agreement, including the Short Form Assignment attached hereto as Exhibit "A," constitutes the entire agreement between the parties and cannot be modified except by written instrument executed and delivered by Purchaser and Owner. Neither Purchaser nor Owner has made any representations, promises or warranties expressed or implied, not set forth herein or in any exhibit and each of the parties acknowledges that this Agreement has not been executed by such party in reliance upon any such rep...resentation, promise or warranty of the other party.View More
Entire Agreement. This Agreement, including the Short Form Assignment attached hereto as Exhibit "A," constitutes the entire agreement between the parties and cannot be modified except by written instrument executed and delivered by Purchaser and Owner. Neither Purchaser nor Owner has made any representations, promises or warranties expressed or implied, not set forth herein or in any exhibit and each of the parties acknowledges that this Agreement has not been executed by such party in reliance upon any such rep...resentation, promise or warranty of the other party. 4 14. GOVERNING LAW. This Agreement shall in all respects be governed and controlled by the laws of the State of California. View More
Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to Executive's employment with the Corporation or any of the subjects covered by this Agreement have been made by either party that are not set forth expressly in this Agreement, and this Agreement supersedes any other agreements on the subjects covered by this Agreement; provided, however, except as expressly modified hereby, this Agreement shall not affect Executive's rights under retirement and health and we...lfare plans in which Executive participates which are maintained by the Corporation. This Agreement does not provide Executive any right to continued employment with the Corporation and does not in any way affect the right of the Corporation to terminate Executive's employment at any time with or without Cause.View More
Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to Executive's employment Employment with the Corporation or any of the subjects covered by this Agreement have been made by either party that are not set forth expressly in this Agreement, and this Agreement supersedes any pre-existing employment agreements and any other agreements on the subjects covered by this Agreement; provided, however, except as expressly modified hereby, this Agreement shall not affect... Executive's rights under any retirement and health and welfare plans in which Executive participates which are maintained by the Corporation. This Agreement does not provide Executive any right to continued employment with the Corporation and does not in any way affect the right of the Corporation to terminate Executive's employment at any time with or without Cause. its Affiliates. View More
Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter, including without limitation any previous employment agreements entered into between Executive and the Company or any of its affiliates. 7 14. Amendment. This Agreement may be amended or modified only by a w...ritten instrument signed by the Executive and by an expressly authorized representative of the Company.View More
Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter, including without limitation any previous employment agreements entered into between Executive and the Company or any of its affiliates. 7 5 14. Amendment. This Agreement may be amended or modified only by a... written instrument signed by the Executive and by an expressly authorized representative of the Company. View More
Entire Agreement. (a) This Agreement represents the entire agreement between the Transocean Parties, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Units. 36 (b) The Transocean Parties acknowledge that in connection with the offering of the Units: (i) the Underwriters have acted at arms-length, are not agents of, and owe no fiduciary duties... to, the Transocean Parties or any other person, (ii) the Underwriters owe the Transocean Parties only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Transocean Parties. The Transocean Parties waive to the full extent permitted by applicable law any claims they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units.View More
Entire Agreement. (a) This Agreement represents the entire agreement between the Transocean Parties, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Units. 36 (b) The Transocean Parties acknowledge that in connection with the offering of the Units: (i) the Underwriters have acted at arms-length, are not agents of, and owe no fiduciary duties... to, the Transocean Parties or any other person, (ii) the Underwriters owe the Transocean Parties only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Transocean Parties. The Transocean Parties waive to the full extent permitted by applicable law any claims they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units. 35 15. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. View More
Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.
Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise. otherwise, other than the Lease Agreements, which this Agreement serves as an addendum to.
Entire Agreement. This Agreement, together with the Executive's Change In Control Severance Agreement, any stock appreciation rights agreement, restricted stock agreement and/or any other equity agreement issued pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan (or a predecessor or successor plan), any Director/Officer Indemnification Agreement, and any restrictive covenant agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether writ...ten or oral, relating to the subject matter of this Agreement.View More
Entire Agreement. This Agreement, together with the Executive's Change In Control Severance Agreement, any stock appreciation rights agreement, restricted stock agreement and/or any other equity agreement issued pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan (or a predecessor or successor plan), any Director/Officer Indemnification Agreement, Agreement and any restrictive covenant agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings, wh...ether written or oral, relating to the subject matter of this Agreement. 5 6. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive. View More