Governing Law Contract Clauses (30,438)

Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Michigan, without regard to its principles of conflicts of laws.

Governing Law. This Agreement will be construed in accord with and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by the laws of the State of Washington, without reference to the choice of law principles thereof.

Governing Law. This Amendment shall be a contract made under and governed by the laws of the state of Ohio, without regard to conflict of laws principles that would require the application of laws other than those of the state of Ohio. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of... such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. View More

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. Each of the parties consents to the jurisdiction of the state courts of the State of New York and the U.S. District Court for the District of New York sitting in Manhattan, for the adjudication of any civil action asserted pursuant to this paragraph. 8 7. NOTICES. Any notices, consents, waivers or other communications required or permitted... to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that the electronic mail transmission is returned in error or the sender is not otherwise notified of any error in transmission); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: Omagine, Inc. 136 Madison Avenue Suite 550 New York, NY 10016 Attention: Chief Executive Officer Telephone: (212) 563-4141 Email: Charles.Kuczynski@omagine.com Email: Frank.Drohan@omagine.com With a copy to: Sichenzia Ross Ference Kesner LLP 61 Broadway New York, New York 10006 Attention: Michael Ference Telephone: (212) 930-9700 Email: MFerence@srff.com If to the Holder: YA II PN, Ltd. 1012 Springfield Avenue Mountainside, NJ 07092 Attention: Mark Angelo Telephone: (201) 985-8300 Email: MAngelo@yorkvilleadvisors.com With a copy to: David Gonzalez, Esq. 1012 Springfield Avenue Mountainside, NJ 07092 Telephone: (201) 985-8300 Email: dgonzalez@yorkvilleadvisors.com or at such other address and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, or (ii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, or receipt from a nationally recognized overnight delivery service in accordance with clause (i) or (ii) above, respectively. View More

Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York (other than its conflicts of law provisions) and shall be governed by and construed in accordance with the laws of such State applicable to contracts made and performed entirely within such State. 12 7.Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constit...ute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. View More

Governing Law. This Agreement will be governed by the laws of California without giving effect to applicable conflict of law provisions. With respect to any litigation arising out of or relating to this Agreement, each party agrees that it will be filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Santa Barbara County, California.

Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

Governing Law. This Plan shall be construed and enforced in accordance with the law of the State of Delaware. 20 Option No. ALDEXA THERAPEUTICS, INC. Stock Option Grant Notice Stock Option Grant under the Company's 2010 Employee, Director and Consultant Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares of voting common stock for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: [7. ...Vesting Start Date1: ] 8. Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on the applicable vesting date: [Insert Vesting Schedule] The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. The Company and the Participant acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated by reference herein, the Company's 2010 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option Grant as set forth above. 1 This date is only necessary if the Company has decided to trigger vesting from a date that is different from the date of option grant such as a hire date and is to be used a point of reference for future vesting only. ALDEXA THERAPEUTICS, INC. By: Name: Title: Participant 2 ALDEXA THERAPEUTICS, INC. STOCK OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice by and between Aldexa Therapeutics, Inc. (the "Company"), a Delaware corporation, and the individual whose name appears in the Stock Option Grant Notice (the "Participant"). WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its voting common stock, $0.001 par value per share (the "Shares"), under and for the purposes set forth in the Company's 2010 Employee, Director and Consultant Equity Incentive Plan (the "Plan"); WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and WHEREAS, the Company and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. GRANT OF OPTION. The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number of Shares set forth in the Stock Option Grant Notice, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. View More

Governing Law. This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware. THE COMPANY AND THE HOLDER HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS WARRANT AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.