Miscellaneous Clause Example with 4 Variations from Business Contracts

Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by mail, if to the Optionee, Stockholder, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company's principal executive offices, attention of the Corporate Secretary. (b) Entire Agreement; Modification. This agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, w...ritten or oral, and all other communications between the parties relating to the subject matter of this agreement. This agreement may be modified, amended or rescinded only by a written agreement executed by both parties. (c) Fractional Shares. If this option becomes exercisable for a fraction of a share because of All fractional Shares resulting from the adjustment provisions contained in the Plan, such fraction Plan shall be rounded down. (d) Issuances of Securities; Changes in Capital Structure. Except as expressly provided herein or in In the Plan, no issuance by the Company of shares of stock event of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common Stock of the Company through split, stock dividend, recapitalization, reorganization, merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or combination, exchange of shares, liquidation, spin-off, split-up split-up, or other similar change in capitalization or event, the restrictions contained securities received in respect of such event shall be "Shares" hereunder subject to this agreement and shall apply with equal force retain the same status as "Vested Shares" or "Unvested Shares" as the Shares in respect of which they were received, and the repurchase price per security subject to additional and/or substitute securities, if any, received repurchase shall be appropriately adjusted by the Optionee in exchange for, or by virtue of his or her ownership of, Shares, except as otherwise determined by the Board. Company. (e) Severability. The invalidity, illegality or unenforceability of any provision of this agreement shall in no way affect the validity, legality or enforceability of any other provision. (f) Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. herein. (g) Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State state of Delaware, Delaware without giving effect to the principles of the conflicts of laws thereof. Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Imprivata Inc. (the "Company") hereby grants (h) No Obligation to Continue Employment. Neither the following stock option pursuant to its Amended and Restated 2002 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the "Optionee"): Date of Plan, this option grant: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per share: Number, if any, of Shares that may be purchased on or after the grant date: Shares that are subject to vesting schedule: Vesting Start Date: Vesting Schedule: One year from Vesting Start Date (the "Anniversary Date"): shares Each month after the Anniversary Date: an additional shares Thirty-six months from the Anniversary Date: all remaining Shares All vesting is dependent agreement nor any provision hereof imposes any obligation on the continuation of a Company to continue the Stockholder in employment or any other Business Relationship with the Company, Company. Exhibit A MEVION MEDICAL SYSTEMS, INC. INSTRUMENT OF ACCESSION The undersigned, , as provided herein. Payment alternatives (specify any a condition precedent to becoming the owner or all holder of Section 7(a)(i) through (iii): This option satisfies in full all commitments record of ( ) shares of the stock, par value $.001 per share, of Mevion Medical Systems, Inc., a Delaware corporation (the "Company"), hereby agrees to become a Holder under that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities. Imprivata, Inc. Signature of Optionee By: Name of Officer: Title: Street Address City/State/Zip Code Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS 1. Grant Under Plan. This option is granted pursuant to and is governed by the Company's certain Second Amended and Restated 2002 Stock Option Stockholders Agreement dated as of September 5, 2007 by and Incentive Plan among the Company and the other stockholders of the Company (the "Plan") and, unless "Stockholders Agreement"). This Instrument of Accession shall take effect and shall become an integral part of, and the context otherwise requires, terms used herein undersigned shall have become a party to and bound by, said Stockholders Agreement immediately upon execution and delivery to the same meaning as in the Plan. Company of this Instrument of Accession. View More

Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by mail, if to the Optionee, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company's principal executive offices, attention of the Corporate Secretary. (b) Entire Agreement; Modification. This agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or ora...l, and all other communications between the parties relating to the subject matter of this agreement. This agreement may be modified, amended or rescinded only by a written agreement executed by both parties. (c) Fractional Shares. If this option becomes exercisable for a fraction of a share because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. (d) Issuances of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, spin-off, split-up or other similar change in capitalization or event, the restrictions contained in this agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Shares, except as otherwise determined by the Board. (e) Severability. The invalidity, illegality or unenforceability of any provision of this agreement shall in no way affect the validity, legality or enforceability of any other provision. (f) Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. (g) Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of the conflicts of laws thereof. Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Imprivata Inc. (the "Company") hereby grants Exhibit A MEVION MEDICAL SYSTEMS, INC. INSTRUMENT OF ACCESSION The undersigned, , as a condition precedent to becoming the following stock option pursuant to its Amended and Restated 2002 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name owner or holder of optionee (the "Optionee"): Date record of this option grant: Number of ( ) shares of the Company's Common Stock subject stock, par value $.001 per share, of Mevion Medical Systems, Inc., a Delaware corporation (the "Company"), hereby agrees to this option ("Shares"): Option exercise price per share: Number, if any, become a Holder under that certain Stockholders Agreement dated as of Shares that may be purchased on or after April 29, 2005 by and among the grant date: Shares that are subject to vesting schedule: Vesting Start Date: Vesting Schedule: One year from Vesting Start Date (the "Anniversary Date"): shares Each month after Company and the Anniversary Date: an additional shares Thirty-six months from the Anniversary Date: all remaining Shares All vesting is dependent on the continuation other stockholders of a Business Relationship with the Company, as provided herein. Payment alternatives (specify any or all amended from time to time. This Instrument of Section 7(a)(i) through (iii): This option satisfies in full all commitments that Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Stockholders Agreement immediately upon execution and delivery to the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities. Imprivata, Inc. Signature of Optionee By: Name of Officer: Title: Street Address City/State/Zip Code Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS 1. Grant Under Plan. This option is granted pursuant to and is governed by the Company's Amended and Restated 2002 Stock Option and Incentive Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. this Instrument. View More

Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Optionee, Participant, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company's principal executive offices, attention of the Corporate Secretary. (b) Entire Agreement; Modification. This agreement Agreement constitutes the entire agreement between the p...arties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this agreement. Agreement. This agreement Agreement may be modified, amended or rescinded only by a written agreement executed by both parties. (c) Fractional Shares. If this option becomes exercisable for a fraction of a share because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. (d) Issuances of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, liquidation, spin-off, split-up or other similar change in capitalization or event, the restrictions contained in this agreement Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee Participant in exchange for, or by virtue of his or her ownership of, Option Shares, except as otherwise determined by the Board. (e) Severability. The invalidity, illegality or unenforceability of any provision of this agreement Agreement shall in no way affect the validity, legality or enforceability of any other provision. (f) Successors and Assigns. This agreement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. (g) Governing Law. This agreement Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of the conflicts of laws thereof. Imprivata, PROTAGONIST THERAPEUTICS, INC. EXERCISE NOTICE Protagonist Therapeutics, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Imprivata Attention: Secretary 1. Exercise of Option. Effective as of today, , 20 , the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase shares of the Common Stock (the "Shares") of Protagonist Therapeutics, Inc. (the "Company") hereby grants the following stock option under and pursuant to its Amended and Restated 2002 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the "Optionee"): Date of this option grant: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per share: Number, if any, of Shares that may be purchased on or after the grant date: Shares that are subject to vesting schedule: Vesting Start Date: Vesting Schedule: One year from Vesting Start Date (the "Anniversary Date"): shares Each month after the Anniversary Date: an additional shares Thirty-six months from the Anniversary Date: all remaining Shares All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein. Payment alternatives (specify any or all of Section 7(a)(i) through (iii): This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities. Imprivata, Inc. Signature of Optionee By: Name of Officer: Title: Street Address City/State/Zip Code Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS 1. Grant Under Plan. This option is granted pursuant to and is governed by the Company's Amended and Restated 2002 2007 Stock Option and Incentive Plan (the "Plan") and, unless and the context otherwise requires, terms used herein Stock Option Agreement dated , (the "Option Agreement"). The purchase price for the Shares shall have be $ as required by the same meaning as in Option Agreement. Optionee herewith delivers to the Plan. Company the full Exercise Price for the Shares. View More

Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Optionee, Participant, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company's principal executive offices, attention of the Corporate Secretary. (b) Entire Agreement; Modification. This agreement Agreement constitutes the entire agreement between the p...arties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this agreement. Agreement. This agreement Agreement may be modified, amended or rescinded only by a written agreement executed by both parties. (c) Fractional Shares. If this option award becomes exercisable for a fraction of a share because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. (d) Issuances of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. award. If there shall be any change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, spin-off, split-up or other similar change in capitalization or event, the restrictions and other provisions contained in this agreement Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee Participant in exchange for, or by virtue of his or her ownership of, Award Shares, except as otherwise determined by the Board. Board of Directors. (e) Severability. The invalidity, illegality or unenforceability of any provision of this agreement Agreement shall in no way affect the validity, legality or enforceability of any other provision. (f) Successors and Assigns. This agreement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. (g) Governing Law. This agreement Agreement shall be governed by and interpreted in accordance with the laws of the State state of Delaware, Maryland, without giving effect to the principles of the conflicts of laws thereof. Imprivata, ACell, Inc. NONSTATUTORY INCENTIVE STOCK OPTION AGREEMENT Imprivata Inc. (the "Company") hereby grants the following stock option pursuant to its Amended and Restated 2002 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the "Optionee"): Date of this option grant: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per share: Number, if any, of Shares that may be purchased on or after the grant date: Shares that are subject to vesting schedule: Vesting Start Date: Vesting Schedule: One year from Vesting Start Date (the "Anniversary Date"): shares Each month after the Anniversary Date: an additional shares Thirty-six months from the Anniversary Date: all remaining Shares All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein. Payment alternatives (specify any or all of Section 7(a)(i) through (iii): This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities. Imprivata, Inc. Signature of Optionee By: Name of Officer: Title: Street Address City/State/Zip Code Imprivata, Inc. NONSTATUTORY STOCK OPTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS 1. Grant Under Plan. This option is granted pursuant to and is governed by the Company's Amended and Restated 2002 Stock Option and Incentive Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. View More