Entire Understanding Contract Clauses (243)

Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

Entire Understanding. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the employment of Executive by Employer, and supersedes all other prior agreements, representations and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, including without limitation the Prior Agreement. 10 18. Amendments. This Agreement may not be modified or changed except by written instrument signed by each of the parties here...to. View More

Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

Entire Understanding. This Agreement (including that certain Confidentiality Agreement, dated as of November 30, 2020, by and between Elliott Investment Management L.P. and the Company), contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter of this Agreement. This Agreement may be... amended only by an agreement in writing executed by the Company and the Investors. View More

Entire Understanding. The Amendment Documents, together with the Credit Agreement and any Other Document modified thereby, contain the entire understanding between each Loan Party, Agent and Lenders and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof and thereof. Any promises, representations, warranties or guarantees not herein or therein contained and hereinafter made shall have no force and effect unless in writing, signed by the respective officers of each Loan Pa...rty signatory hereto (or by Borrowing Agent on their behalf), Agent and each Lender (subject to the provisions of Section 16.2(b) of the Credit Agreement). Neither any Amendment Document, nor any portion or provisions hereof or thereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of the Amendment Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of the Amendment Documents. View More

Entire Understanding. This Agreement, and any SOWs (which shall be deemed incorporated into this Agreement), , constitute the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.

Entire Understanding. This Agreement embodies the entire understanding and agreement of the parties in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind either party hereto.15. Rights as Equity Holder. In no event whatsoever shall the Grantee possess any incidents of ownership in any equity of the Partnership with respect to the Phantom Units granted hereunder.

Entire Understanding. This Warrant supersedes any previous understanding or agreement with respect to the subject matter hereof. Issued as of May 31, 2013 KINEMED, INC., a Delaware corporation By: /s/ David M. Fineman Name: David M. Fineman Title: President and Chief Executive Officer EXHIBIT A NOTICE OF EXERCISE TO KINEMED, INC. 5980 Horton Street, Suite 470 Emeryville, CA 94608 Attention: President The undersigned hereby elects to exercise the attached Warrant and elects to purchase __________________________ Share...s of Common Stock, par value $0.001 per share, of KineMed, Inc., a Delaware corporation pursuant to the terms of the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below: (Name) (Address) The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 10 of the attached Warrant (including Section 10E thereof) are true and correct as of the date hereof. (Signature) (Name) (Date) (Title) EXHIBIT B FORM OF TRANSFER (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ the right represented by the attached Warrant to purchase ______ shares of __________________________ of KINEMED, INC., a Delaware corporation, to which the attached Warrant relates, and appoints ______________ Attorney to transfer such right on the books of _________, with full power of substitution in the premises. Dated: _______________ (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: Signed in the presence of: EX-4.3 5 v364684_ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND QUALIFICATION OR REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL (SUCH SATISFACTION BEING TO THE FORM AND SUBSTANCE OF THE OPINION AS WELL AS TO THE COUNSEL RENDERING THE OPINION) THAT REGISTRATION OR QUALIFICATION IS NOT REQUIRED. WAR-000503 Void after May 31, 2018 WARRANT TO PURCHASE SHARES THIS WARRANT is issued to Western Pacific Securities (the "Stockholder") by KineMed, Inc., a Delaware corporation (the "Company."). This Warrant is granted as of May 31, 2013 (the "Warrant Issue Date") pursuant to the terms of that certain Placement Agent Agreement, dated as of September 12, 2012, between the Company and Western Pacific Securities (the "Placement Agent Agreement"). View More