General Contract Clauses (3,314)

General. This Agreement (together with the Exhibits hereto) is the sole agreement and understanding between Company and Consultant concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to such matter. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other. Consultant shall not subcontrac...t any portion of Consultant's duties under this Agreement without the prior written consent of Company. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of Company. Company may assign this Agreement to any entity that succeeds to substantially all of the business or assets of Company. This Agreement shall be governed by the laws of the State of California, without reference to its conflicts of law principles. This Agreement may only be amended or modified by a writing signed by both parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to either Company or Consultant. View More

General. Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement. The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement will apply to the relationship between the parties. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party's rights and powers under this Agreement, or operate as... a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event it is determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination will not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially frustrated thereby. This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof except for any pre-existing agreements regarding assignment of inventions and/or confidentiality (if any), and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties. The Employee acknowledges and confirms that all terms of Employee's employment are personal and confidential, and undertakes to keep suchterm in confidence and refrain from disclosing such terms to any third party. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Israel, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be applicable courts in Tel-Aviv. The Employee acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to the Employee of the terms of employment, as required under law. Employee hereby declares that she understands the English language and that she does not need a translation into another language and that she has read and understood everything stated in this agreement and its appendices. View More

General. 4.1 The Company, hereby (i) acknowledges and agrees that all of its obligations under the RIPA and each other Transaction Document and under any other document or instrument executed and delivered or furnished in connection with such Transaction Documents are reaffirmed and remain in full force and effect on a continuous basis, including, for the avoidance of doubt, after giving effect to this Amendment, (ii) acknowledges, agrees and reaffirms that each Lien granted by it to Purchaser Agent unde...r the Transaction Documents for the ratable benefit of the Purchasers is and shall remain in full force and effect after giving effect to this Amendment and (iii) agrees that the Obligations secured by the Security Agreement and each other Transaction Document to which it is a party shall include all Obligations arising after giving effect to this Amendment. 4.2 (i) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy of the Purchasers or the Purchaser Agent under the RIPA or any other documents executed in connection with the RIPA or constitute a waiver of any provision of the RIPA or any other document executed in connection therewith and (ii) this Amendment shall not by implication, course of dealing or otherwise limit, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements in the Transaction Documents, in each case, except to the extent limited, modified, amended or affected by this Amendment. 4.3 Except as expressly modified by this Amendment, the terms and provisions of the RIPA shall remain unchanged and in full force and effect in accordance with its terms. 4.4 This Amendment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the state of New York, without giving effect to the principles of conflicts of law thereof. 4.5 The provisions of Sections 8.02 (Notice), 8.07 (Entire Agreement), 8.08 (Amendments, No Waivers), 8.11 (Counterparts; Effectiveness), and 8.14(b) and (c) (Jurisdiction) of the RIPA are hereby incorporated by reference into this Amendment, mutatis mutandis. View More

General. (b) The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Agreement be reasonably required to carry out the full intent and meaning of this Agreement. (c) This Agreement shall be construed in accordance with the laws of the State of Nevada. (d) This Agreement may be assigned by the Lender subject to any assignee making requisite representations to meet applicable securities law e...xemptions; this Agreement may not be assigned by the Company. (e) This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. - 5 – (f) All notices, requests, demands or other communications hereunder shall be in writing and shall be "deemed delivered" to a party on the date it is hand delivered to such party's address first above written, or to such other address as may be given in writing by the parties hereto. View More

General. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof; provided, however, that the Engagement Agreement, dated August 12, 2016, as amended on December 5, 2016, between the Company and Placement Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Placement Ag...ent in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The Section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Placement Agent. -34- 20. COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and such signatures may be delivered by facsimile. -35- If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, GREAT BASIN SCIENTIFIC, INC. By: Name: Title: Accepted as of the date first above written: ROTH CAPITAL PARTNERS, LLC By: Name: Michael Margolis, R.Ph. Title: Managing Director -36- SCHEDULE A General Use Free Writing Prospectuses EXHIBIT A Form of Subscription Agreement EXHIBIT B Form of Series I Warrant B-1 EX-10.65 5 v455538_ex10-65.htm EXHIBIT 10.65 Exhibit 10.65 GREAT BASIN SCIENTIFIC, INC. ________ Units, Each Unit Consisting of One Share of Series G Mandatorily Convertible Preferred Stock and One Series I Warrant to Purchase ________ Shares of Common Stock PLACEMENT AGENT AGREEMENT January __, 2017 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Dear Sirs: 1. INTRODUCTION. Great Basin Scientific, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") entered into with the purchasers identified therein and the Prospectus (as defined below) with respect to purchasers of Units that do not enter into a Subscription Agreement (each a "Purchaser" and collectively, the "Purchasers"), up to an aggregate of: up to ________ Units (the "Units") consisting of (i) one authorized but unissued share of Series G Madatorily Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Company (the "Preferred Shares") and the shares issuable upon conversion of the Preferred Shares, (the "Conversion Shares") and (ii) one Series I Warrant (the "Warrants") to purchase an aggregate of up to ________ authorized but unissued shares of common stock, par value $0.0001 per share (the "Common Stock"), and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"). Each Unit will consist of one Preferred Share and one Warrant. The Units, the Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares are collectively referred to as the "Securities." The Units will not be separately issued or certificated and the Securities shall be immediately separable and transferable upon issuance. The form of the Warrant is attached hereto as Exhibit B. The Company hereby confirms its agreement with Roth Capital Partners, LLC (the "Placement Agent") to act as Placement Agent in accordance with the terms and conditions hereof. View More

General. (a) This Agreement, including the attached Exhibits, which are incorporated herein, contains the entire agreement and understanding between Producer and Distributor with respect to the distribution of the Products and supersedes and replaces all prior agreements and understandings, oral or written, with respect to the same. Except as otherwise expressly provided in this Agreement, this Agreement shall not be amended or modified except by a written instrument signed by both Producer and Distribut...or. It is recognized that Distributor may from time to time issue a purchase order or other similar transactional form or document, and that, other than with respect to the identification of specific quantities of Product being ordered from Producer, any terms and conditions contained on such forms and documents shall be of no force and effect, and shall not constitute a modification or amendment of this Agreement absent Producer's specific, written agreement. (b) This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives and permitted successors and assigns. Neither party may assign this Agreement without the other party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, not including the 1980 United Nations Convention for the International Sale of Goods and notwithstanding the principles, if any, that would otherwise govern the choice of applicable law. Each party agrees that any and all litigation it may initiate arising out of the interpretation, enforcement or breach of any provision of this Agreement shall be brought in the State of New York in any court having competent subject matter jurisdiction over such dispute. Additionally, each party hereby submits itself to the jurisdiction of any court in the State of New York having competent subject matter jurisdiction. 10 (d) The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver of either party of any breach of this Agreement, shall not prevent a subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) The section headings used in this Agreement are for reference purposes only, and shall not affect the interpretation of this Agreement. (d) The terms of Sections 4(b), 5, 7, 8, 11, 12, 13, 15, 17 and this Section 16 (each to the extent applicable after the Term) will survive the expiration or termination of this Agreement for any reason. View More

General. This Third Amended and Restated Non-Employee Director Compensation Policy (the "Policy") as set forth herein, amends and restates that certain Second Amended and Restated Non-Employee Director Compensation Policy, previously adopted by the Compensation Committee of the Board of Directors (the "Board") of Allison Transmission Holdings, Inc. (the "Company") and shall be effective as of May 10, 2017. Capitalized but undefined terms used herein shall have the meanings provided for in the Allison Tra...nsmission Holdings, Inc. 2015 Equity Incentive Award Plan (the "Plan"). View More

General. The annual retainers (whether provided in the form of cash or equity) and equity awards described herein shall be granted under and shall be subject to the terms and provisions, including the limitations on the numbers of shares, of the Equity Plan. The equity awards described in Section 2 shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in forms to be approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if... fully set forth herein, and all retainers and equity grants hereunder are subject in all respects to the terms of the Equity Plan. All numbers of shares determined hereunder shall be rounded down to the nearest whole share and subject to adjustment as provided in the Equity Plan. * * * * * EX-10.1 2 medp-ex101_247.htm EX-10.1 medp-ex101_247.htm Exhibit 10.1 Medpace Holdings, Inc. Non-Employee Director Compensation Policy (Revised as of October 25, 2018) Non-employee members of the board of directors (the "Board") of Medpace Holdings, Inc. (the "Company") shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this "Policy"). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board (subject to Section 1(c)(ii)), to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a "Non-Employee Director") who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy became effective after the effectiveness of the Company's initial public offering (the date of such effectiveness, the "Effective Date") and has been revised as of October 25, 2018. This Policy shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors. No Non-Employee Director shall have any rights hereunder, except with respect to non-qualified stock options or restricted stock units granted pursuant to this Policy. View More

General. Notwithstanding any approval of the Merger or this Agreement by Yosen, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by Yosen. (b) Amendment. At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of Yosen. (c) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. (d) Counterparts. In order to faci...litate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original. (e) Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof. View More

General. Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the "Appendix") (collectively, this "Agreement"). The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement bet...ween you and Bunge Limited (the "Company") regarding the Restricted Stock Units ("RSUs") specified in your account. View More