Governing Law Contract Clauses (30,438)

Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Massachusetts without giving effect to any conflict of laws provisions or canons of construction that construe agreements against the draftsperson.

Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Each Party consents to the personal, general and any other required jurisdiction and venue with JAMS in Santa Clara, California, and for enforcement or appeal of any JAMS order to the applicable Courts with jurisdiction over events that have taken place exclusively in Santa Clara County, California.

Governing Law. This Agreement and the rights of the Optionee hereunder shall be construed and determined in accordance with the laws of the State of Delaware. 8 20. Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent a document related to the Plan provides otherwise (in which case the governing law specified therein shall be applicable to such exhibit or document), the rights, duties, and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to its principles of conflicts of laws.

Governing Law. This Second Amendment shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts.

Governing Law. To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof. A-8 20. Successors and Assigns. The provisions of the Grant Notice and these Award Terms shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Grantee and, to the extent applicab...le, Grantee's permitted assigns under Section 11 hereof and Grantee's estate or beneficiary(ies) as determined by will or the laws of descent and distribution. View More

Governing Law. This Agreement will be governed by the laws of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Santa Clara County, California, or the federal courts for the Northern District of California, and no other courts, where this Option... is made and/or to be performed. EXHIBIT B AUDIENCE, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN EXERCISE NOTICE Audience, Inc. 440 Clyde Avenue Mountain View, CA 94043 Attention: 1. Exercise of Option. Effective as of today, , , the undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of the Common Stock of Audience, Inc. (the "Company") under and pursuant to the Amended and Restated 2011 Equity Incentive Plan (the "Plan") and the Stock Option Agreement dated (the "Agreement"). The purchase price for the Shares will be $ , as required by the Agreement. View More

Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware (excluding the laws and rules of law applicable to conflicts or choice of law). GENO LLC By: Name: David Fine, Chief Executive Officer 2 SCHEDULE 1 Date of Advance Amount of Advance Company Acknowledgment TOTAL: EX-4.5 7 d572802dex45.htm EX-4.5 EX-4.5 Exhibit 4.5 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES... ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. CONVERTIBLE PROMISSORY NOTE No. [ ] Date of Issuance $[ ].00 July [ ], 2010 FOR VALUE RECEIVED, GeNO, LLC, a Delaware limited liability company (the "Company"), hereby promises to pay [ ] (the "Holder"), the amounts advanced to the Company pursuant to this Note up to the principal sum of [ ] Dollars ($ [ ].00), together with interest on the Outstanding Principal from the date of this Note. Interest shall accrue on Advances at the rate of ten percent (10.0%) per annum, compounded annually, commencing from the date of an Advance. Unless earlier converted into Conversion Shares pursuant to Section 2.1 of that certain Convertible Note Purchase Agreement dated as of July 27, 2010, by and among the Company, Holder and certain other parties (as such agreement may be amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), the Outstanding Loan Amount shall be due and payable by the Company at the Maturity Date. This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. View More

Governing Law. THIS SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California as such laws are applied to contracts made and to be fully performed entirely within that state between residents of that state.