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 Agreement expresses the whole and entire agreement between the parties with reference to the payment of the Termination Benefits and supersedes and replaces any prior agreement, understanding or arrangement (whether oral or written) by or between the Company and Executive with respect to the payment of the Termination Benefits. 8 15. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing and shall be given to such party at its address s...et forth below or such other address as such party may hereafter specify for the purpose by notice to the other party: If to Executive: Mark A. Carano If to the Company: Insteel Industries Inc. 1373 Boggs Drive Mt. Airy, North Carolina 27030 Each notice, request or other communication shall be effective if (i) given by mail, seventy-two hours after such communication is deposited in the mails with first class postage prepaid, address as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 15.View More
Entire Agreement. This Agreement expresses the whole and entire agreement between the parties with reference to the payment of the Termination Benefits and supersedes and replaces any prior agreement, understanding or arrangement (whether oral or written) by or between the Company and Executive with respect to the payment of the Termination Benefits. 8 15. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing and shall be given to such party at its address s...et forth below or such other address as such party may hereafter specify for the purpose by notice to the other party: If to Executive: Mark A. Carano James R. York 255 W. Oak Street Mount Airy, NC 27030 If to the Company: Insteel Industries Inc. 1373 Boggs Drive Mt. Airy, North Carolina 27030 Each notice, request or other communication shall be effective if (i) given by mail, seventy-two hours after such communication is deposited in the mails with first class postage prepaid, address as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 15. View More
Entire Agreement. This Agreement and the agreements, certificates and other instruments referred to or attached herein and therein, including the Tax Matters Agreement, contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way.
Entire Agreement. This Agreement and the agreements, certificates and other instruments referred to or attached herein and therein, including the Tax Matters Agreement, TMA, contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way.
Entire Agreement. The Award Terms and the Plan embody the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Acceptance of Award 26. In accordance with Section 15(c) of the Plan (as in effect at the grant date), the Participant may reject the Restricted Share Unit by notifying the Company within 30 days of the grant dat...e that he or she does not accept the Restricted Share Unit. The Participant's acceptance of the Restricted Share Unit constitutes the Participant's acceptance of and agreement with the Award Terms. Notwithstanding the foregoing, if required by the Company, the Participant will provide a signed copy of the Award Terms in such manner and within such timeframe as may be requested by the Company. The Company has no obligation to issue Shares to the Participant if the Participant does not accept the Restricted Share Unit. 5 EX-10.4 6 tm2015610d1_ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 ARCONIC CORPORATION TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS ANNUAL DIRECTOR AWARDS Effective April 8, 2020 These terms and conditions (the "Award Terms"), are authorized by the Board. They are deemed to be incorporated into and form a part of every Award of Restricted Share Units issued as an annual equity award to a Director on or after April 8, 2020 under the Arconic Corporation 2020 Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the "Plan"). Terms that are defined in the Plan have the same meanings in the Award Terms. General Terms and Conditions 1. This Award of Restricted Share Units is granted as the Participant's annual equity award pursuant to the Company's Non-Employee Director Compensation Policy (the "Director Compensation Policy"). The number of Shares subject to this Award has been determined by dividing the dollar value of the annual equity award provided for under the Director Compensation Policy by the fair market value of a Share on the grant date, rounded to the nearest number of whole Shares. Restricted Share Units are subject to the provisions of the Plan and the provisions of the Award Terms. If the Plan and the Award Terms are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and the Award Terms by the Board are binding on the Participant and the Company. A Restricted Share Unit is an undertaking by the Company to issue the number of Shares indicated in the Participant's account at Merrill Lynch's OnLine® website www.benefits.ml.com, subject to the fulfillment of certain conditions, except to the extent otherwise provided in the Plan or herein. A Participant has no voting rights or rights to receive dividends on Restricted Share Units, but the Board may authorize that dividend equivalents be accrued on Restricted Share Units upon vesting in accordance with paragraphs 2 and 4 below. Any dividend equivalents on Restricted Share Units will be paid in the same manner and at the same time as the Restricted Share Units to which they relate, as set forth in paragraph 5 below. Vesting and Payment 2. A Restricted Share Unit vests on the first anniversary date of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date. The pro-rata portion of the Award that will become vested will be that number of Restricted Share Units (rounded down to the nearest whole number) calculated based on the ratio of (x) the number of days of service provided by the Participant during the period of service to which the applicable annual equity award relates to (y) 365 days. For avoidance of doubt, the period of service to which an annual equity award relates commences on the later of the Company's annual meeting of shareholders for the applicable year and the date of the Participant's commencement of service as a Director during such applicable year, and ends on the date of the Company's next subsequent annual meeting of shareholders following the grant date for the annual equity award. 1 4. The following are exceptions to the vesting rules: • Death: a Restricted Share Unit held by a Participant who dies while a Director is not forfeited but becomes fully vested as of the date of the Participant's death. • Change in Control: to the extent that (i) a Replacement Award is not provided to the Participant following a Change in Control; or (ii) the Participant's service is not continued by the successor or survivor corporation in connection with or following such Change in Control, the Restricted Share Unit will become fully vested immediately prior to the consummation of the Change in Control subject to the Participant's continued service through the date of such Change in Control.View More
Entire Agreement. The Award Terms and the Plan embody the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Acceptance of Award 26. 25. In accordance with Section 15(c) of the Plan (as in effect at the grant date), the Participant may reject the Restricted Share Unit by notifying the Company within 30 days of the grant... date that he or she does not accept the Restricted Share Unit. The Participant's acceptance of the Restricted Share Unit constitutes the Participant's acceptance of and agreement with the Award Terms. Notwithstanding the foregoing, if required by the Company, the Participant will provide a signed copy of the Award Terms in such manner and within such timeframe as may be requested by the Company. The Company has no obligation to issue Shares to the Participant if the Participant does not accept the Restricted Share Unit. 5 EX-10.4 6 tm2015610d1_ex10-4.htm EX-10.5 7 tm2015610d1_ex10-5.htm EXHIBIT 10.4 10.5 Exhibit 10.4 10.5 ARCONIC CORPORATION TERMS AND CONDITIONS FOR DEFERRED FEE RESTRICTED SHARE UNITS ANNUAL DIRECTOR AWARDS Effective April 8, 2020 These terms and conditions (the conditions, (jointly, the "Award Terms"), Terms") are authorized by the Board. They are deemed to be incorporated into and form a part of every Award of Restricted Share Units issued as an annual equity award to a Director in lieu of Fees (as defined in the Deferred Fee Plan for Directors of Arconic Corporation (the "Company")) on or after April 8, 2020 under the Arconic Corporation 2020 Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the "Plan"). Terms that are defined in the Plan have the same meanings in the Award Terms. General Terms and Conditions 1. This Award of Restricted Share Units is granted as the Participant's annual equity award in lieu of Fees pursuant to the Participant's election under the Company's Non-Employee Director Compensation Policy Deferred Fee Plan for Directors (the "Director Compensation Policy"). The "Deferred Fee Plan"). In accordance with the Deferred Fee Plan, the number of Shares subject to this Award has been determined by dividing the dollar value amount of the annual equity award provided for under Fees subject to the Director Compensation Policy Director's election by the fair market value of a Share on the grant date, date(s) that such Fees (or any installment thereof) would otherwise have been paid in cash to the Participant, rounded down to the nearest number of whole Shares. Shares; any remaining amount representing the value of a fractional Share will be paid in cash to the Participant as soon as practicable following the grant date of this Award, but in any event by no later than March 15th of the year following the year in which the relevant Fees were earned. Restricted Share Units are subject to the provisions of the Plan and the provisions of the Award Terms. If the Plan and the Award Terms are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and the Award Terms by the Board are binding on the Participant and the Company. A Restricted Share Unit is an undertaking by the Company to issue the number of Shares indicated in the Participant's account at Merrill Lynch's OnLine® website www.benefits.ml.com, subject to the fulfillment of certain conditions, except to the extent otherwise provided in the Plan or herein. A Participant has no voting rights or rights to receive dividends on Restricted Share Units, but the Board may authorize that dividend equivalents be accrued on Restricted Share Units upon vesting in accordance with paragraphs 2 and 4 below. Units. Any dividend equivalents on Restricted Share Units will be paid in the same manner and at the same time as the Restricted Share Units to which they relate, as set forth in paragraph 5 3 below. Vesting and Payment 2. Vesting. A Restricted Share Unit vests granted in lieu of Fees pursuant to the Participant's election under the Deferred Fee Plan (a "Deferred Fee RSU Award" as defined in the Deferred Fee Plan) is 100% vested on the first anniversary date of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date. The pro-rata portion of the Award that will become vested will be that number of Restricted Share Units (rounded down to the nearest whole number) calculated based on the ratio of (x) the number of days of service provided by the Participant during the period of service to which the applicable annual equity award relates to (y) 365 days. For avoidance of doubt, the period of service to which an annual equity award relates commences on the later of the Company's annual meeting of shareholders for the applicable year and the date of the Participant's commencement of service as a Director during such applicable year, and ends on the date of the Company's next subsequent annual meeting of shareholders following the grant date for the annual equity award. 1 4. The following are exceptions to the vesting rules: • Death: a Restricted Share Unit held by a Participant who dies while a Director is not forfeited but becomes fully vested as of the date of the Participant's death. • Change in Control: to the extent that (i) a Replacement Award is not provided to the Participant following a Change in Control; or (ii) the Participant's service is not continued by the successor or survivor corporation in connection with or following such Change in Control, the Restricted Share Unit will become fully vested immediately prior to the consummation of the Change in Control subject to the Participant's continued service through the date of such Change in Control.View More
Entire Agreement. This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto).
Entire Agreement. This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto). The 2022 Agreement is hereby superseded in all respects ...by this Agreement. View More
Entire Agreement. This Lock-Up Agreement contains the entire agreement among the undersigned, the Company and the Purchaser with respect to the subject matter hereof and, except as set forth below, this Lock-Up Agreement supersedes and replaces all other prior agreements, written or oral, among such parties with respect to the subject matter hereof. Notwithstanding the foregoing or anything to the contrary in this Lock-Up Agreement, this Lock-Up Agreement shall not supersede any confidentiality or other non-discl...osure agreements that may be in place between the Company, the Purchaser and or the undersigned.View More
Entire Agreement. This Lock-Up Agreement contains supersedes all prior discussions and agreements between the entire agreement among the undersigned, the Company and the Purchaser parties hereto with respect to the subject matter hereof and, except as set forth below, this Lock-Up Agreement supersedes and replaces all other prior agreements, written or oral, among such contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. hereof, including, for the avoidance ...of doubt, any Lock-Up Agreement entered into by the Company and the undersigned on April 27, 2020, if applicable. Notwithstanding the foregoing or anything to the contrary in this Lock-Up Agreement, this Lock-Up Agreement shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company, the Purchaser and or and/or the undersigned. View More
Entire Agreement. This Amendment and the License Agreement shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof.
Entire Agreement. This Amendment and the License each applicable Agreement shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof.
Entire Agreement. This Guaranty (including the documents and instruments referred to herein, including the Purchase Agreement and the Note Documents) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantors and the Purchaser with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from any Guarantor to the Purchaser.
Entire Agreement. This Guaranty (including the documents and instruments referred to herein, including the Purchase Agreement and the Note Documents) herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantors Guarantor and the Purchaser Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from any the Guarantor to the Purcha...ser. Bank. View More
Entire Agreement. This Agreement and the Memorandum contain the entire understanding and agreement between me and Kosmos regarding the ending of my employment with Kosmos, the Severance Benefit, and the release of claims, and supersedes all prior statements, understandings, and agreements regarding those subjects.
Entire Agreement. This Agreement and the Memorandum contain contains the entire understanding and agreement between me and Kosmos regarding the ending of my employment with Kosmos, the Severance Benefit, and the release of claims, and supersedes all prior statements, understandings, and agreements regarding those subjects.
Entire Agreement. This Third Amendment, in conjunction with the License Agreement and Second Amendment, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior understandings, agreements or representations between the Parties, written or oral, relating to the subject matter hereof.
Entire Agreement. This Third PRC Amendment, in conjunction with the License Agreement and Second Amendment, subsequent amendments, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior understandings, agreements or representations between the Parties, written or oral, relating to the subject matter hereof.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement; provided, for the avoidance of doubt, that nothing in this agreement supersedes the Proprietary Information Agreement (as amended hereby), which shall remain in full force and effect.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement; provided, for the avoidance of doubt, that nothing in this agreement supersedes the Proprietary Information Agreement (as amended hereby), hereby with respect to the Restricted Period), which shall remain in full force and effect.
