Governing Law Contract Clauses (30,438)

Governing Law. This Amended Material Supply Agreement shall be governed by the laws of the State of Nevada.

Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Texas. This Amendment has been entered into in Bexar County, Texas and shall be performable for all purposes in Bexar County, Texas.

Governing Law. This Note is being delivered in, and shall be governed by and construed in accordance with, the laws of the State of California, without regard to conflicts of laws provisions thereof. [Remainder of Page Intentionally Blank] 3 RestorGenex Corporation, A Nevada corporation By: /s/ Stephen Simes Stephen Simes ACCEPTED AND AGREED TO: Chief Executive Officer By: /s/ Sol J. Barer Name: Sol J. Barer 4 EX-10.1 2 restor_ex1001.htm SECURED CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.1 NEITHER THIS NOTE, NOR T...HE SECURITIES ISSUABLE UPON CONVERSION HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES STATUTE OR SOME OTHER EXCEPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. RestorGenex Corporation SECURED CONVERTIBLE PROMISSORY NOTE This SECURED CONVERTIBLE PROMISSORY NOTE ("Note"), dated as of March 19, 2014, is entered into by RestorGenex Corporation, a Nevada corporation (the "Company") and Sol J. Barer (the "Lender"). View More

Governing Law. This Agreement shall be construed under the laws of the State of Delaware. 3 Exhibit A Performance Criteria Applicable to Performance-Based Restricted Stock [insert performance criteria] 4 EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm Exhibit 10.2 BUILD-A-BEAR WORKSHOP, INC. Grant Date: RESTRICTED STOCK Employee: AGREEMENT Maximum Number of Shares of Performance-Based Restricted Stock: This Agreement will certify that the employee named above ("Employee") is awarded the total number of restricted... shares of common stock, $0.01 par value per share (the "Common Stock"), of Build-A-Bear Workshop, Inc. (the "Company") designated above (the "Performance-Based Restricted Stock"), pursuant to the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan, as amended through the date hereof (the "Plan"), as of the date indicated above (the "Grant Date") and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employee's electronic acceptance within 60 days on his/her personal Merrill Lynch account constitutes Employee's acceptance of this award and acknowledgement of Employee's agreement to all the terms, conditions and restrictions contained in the Plan and this Agreement. If the Employee does not accept this award on his/her personal Merrill Lynch account within 60 days of the Grant Date, the Employer may revoke this grant. BUILD-A-BEAR WORKSHOP, INC. By: Sharon Price John Chief Executive Officer Terms and Conditions 1. Terms of Performance-Based Restricted Stock Award. Pursuant to action of the Compensation and Development Committee (the "Committee"), the Company awards to the Employee the number of shares of Performance-Based Restricted Stock set forth above. The Performance-Based Restricted Stock is nontransferable by the Employee during the period described below and is subject to the risk of forfeiture as described below. Prior to the time shares become transferable, the shares of Performance-Based Restricted Stock shall bear a legend indicating their nontransferability, and, subject to the terms of this Agreement, if the Employee terminates service as an Employee of the Company prior to the time a restriction lapses, the Employee shall forfeit any shares of Performance-Based Restricted Stock which are still subject to the restrictions at the time of termination of such service. The restrictions on transfer described in this Section 1 applicable to the Performance-Based Restricted Stock awarded above shall lapse and be of no further force and effect as follows, if (1) the performance criteria applicable to the Performance-Based Restricted Stock as established by the Committee and included in Exhibit A hereto (the "Performance Criteria") has been satisfied, and (2) the Employee is still an employee of the Company on the date set forth below, and has been continuously serving as such an employee of the Company from the Grant Date to such date: Date Percent of Grant for which Restrictions Lapse on Indicated Date Grant Date 0 [insert date]: 100% For avoidance of doubt, on the date ending [insert date], one hundred percent (100%) of the Performance-Based Restricted Stock shall be transferable by the Employee if (1) the Performance Criteria included in Exhibit A hereto has been satisfied, and (2) the Employee is still an Employee, and has been continuously serving from the Grant Date through [insert date] as an employee of the Company on such date. Notwithstanding the foregoing, in the event of a Change of Control that occurs prior to the end of fiscal [insert year], fifty percent (50%) of the Maximum Number of Shares of Performance-Based Restricted Stock (as set forth on page 1) shall become immediately free of the restrictions of this Section 1. If a Change of Control occurs at any time after the end of fiscal [insert year], one hundred percent (100%) of the shares earned based on the Performance Criteria (as set forth in Exhibit A) not yet free of the restrictions of this Section 1. shall become immediately free of such restrictions. View More

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Florida, without giving effect to any choice of law or conflicting provision or rule (whether of the state of Florida or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of Florida to be applied. In furtherance of the foregoing, the internal law of the state of Florida will control the interpretation and construction of this Agreement, even if under such jurisdic...tion's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. 18 12. Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. View More

Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. Notwithstanding the preceding sentence, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable thereto.

Governing Law. The laws of the state of New Jersey, without giving effect to principles of conflicts of law, will apply to the Plan, this Restricted Stock Unit Award and this Agreement. The Company agrees, and you agree as a condition to acceptance of the Restricted Stock Unit Award, to submit to the jurisdiction of the courts located in the jurisdiction in which you are employed, or were most recently employed, by the Company.

Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK.

Governing Law. Guarantor agrees that this Guaranty shall be deemed to have been made in the State of Texas at Lender's address indicated at the beginning of this Guaranty and shall be governed by, and construed in accordance with, the laws of the State of Texas and is performable in the City and County of Dallas Texas. In any litigation in connection with or to enforce this Guaranty or any or any Loan Documents, each Guarantor irrevocably consents to and confer personal jurisdiction on the courts of the State ...of Texas or the United States courts located within the State of Texas. Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. View More

Governing Law. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of New York, including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without giving effect to principles of conflicts of law.