Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Release, together with the Severance Plan and any agreements concerning restrictive covenants referenced in Section 7 of the Severance Plan, represents the final and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the parties hereto and/or their respective counsel with respect to the subject matter hereof. Executive has not relied upon any representations, promises or agreements of any ...kind except those set forth herein in signing this Release. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release will remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision will be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law. Executive agrees to execute such other documents and take such further actions as reasonably may be required by the Kelly Group to carry out the provisions of this Release. View More

Miscellaneous. (a) Governing Law and Jurisdiction. The validity, interpretation, and performance of this Warrant Assumption Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Assumption Agreement shall be brought and ...enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The Company hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below: c/o Allego Holding B.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands Attn: Mathieu Bonnet E-mail: mathieu.bonnet@allego.eu with a copy to: Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153 Attn: Matthew J. Gilroy; Amanda Fenster E-mail: matthew.gilroy@weil.com; amanda.fenster@weil.com or to such other address or addresses as the parties may from time to time designate in writing. 2 (b) Binding Effect. This Warrant Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns. (c) Entire Agreement. This Warrant Assumption Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Warrant Assumption Agreement, provisions of the Warrant Agreement which are not inconsistent with this Warrant Assumption Agreement shall remain in full force and effect. This Warrant Assumption Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. (d) Severability. This Warrant Assumption Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Assumption Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Assumption Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. (e) Amendment. This Warrant Assumption Agreement may not be amended, except by an instrument in writing signed by each party hereto. (f) Termination. If the Business Combination Agreement is terminated in accordance with its terms before the Effective Time, this Warrant Assumption Agreement shall immediately terminate and cease to have any force or effect, without any liability on the part of any party hereto, as if this Warrant Assumption Agreement had not been executed and delivered. View More

Miscellaneous. (a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument. (b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto. (c) The provisions of the Plan are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of this Agreement shall control. (d) The Deferr...ed Stock Units under this Agreement are deferred compensation subject to Section 409A of the Code. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with such requirements. To the extent that changes are necessary to ensure that the Deferred Stock Units comply with any additional requirements imposed by future IRS guidance on the application of Section 409A of the Code, the Director and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement to comply with Section 409A of the Code. (e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law. (f) Notwithstanding anything herein to the contrary, payments and the issuance of shares of Common Stock hereunder will be delayed to the extent required to comply with Section 409A(a)(2)(B) of the Code. View More

Miscellaneous. (a) This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling. (b) The Option may be amended by the Board or by the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or stat...e, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i) or provided in the Plan, with your consent. (c) If this Option is intended to be an Incentive Stock Option, then in the event the Option Shares (and all other options designed pursuant to section 422 of the Code granted to you by the Company or any parent of the Company or Subsidiary) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Option Share as of the Date of Grant) that exceeds $100,000, the Option Shares in excess of $100,000 shall be treated as subject to a Nonqualified Stock Option. [End Option Agreement] 9 EX-10.18 15 ex10-18.htm Exhibit 10.18 Austin EV, INC. 2017 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option ("Notice of Grant") by and between Austin EV, Inc., a Texas corporation (the "Company"), and you (the "Optionee"), with your acceptance of all the terms and conditions of this Agreement and the Plan evidenced by your execution of the Notice of Grant: WHEREAS, the Company has adopted the AUSTIN EV. INC. 2017 LONG TERM INCENTIVE PLAN, as it may be amended from time to time (the "Plan"), under which the Company is authorized to grant stock options to certain employees and service providers of the Company; WHEREAS, the Company, as an incentive for you to enter into and/or continue in your service to the Company and to materially contribute to the success of the Company, agrees to grant you an option to acquire an interest in the Company through the purchase of shares of stock of the Company; WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and terms capitalized but not defined herein shall have the meaning set forth in the Plan; and WHEREAS, you desire to accept the option granted pursuant to the Agreement; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows: 1. The Grant. Subject to the conditions set forth below, the Company hereby grants to you, effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement and not in lieu of any salary or other compensation for your services for the Company, the right and option to purchase (the "Option"), in accordance with the terms and conditions set forth herein and in the Plan, an aggregate of the number of shares of Stock set forth in the Notice of Grant (the "Option Shares"), at the Exercise Price set forth in the Notice of Grant. View More

Miscellaneous. 10.1Acceleration of Exercisability and Vesting. 10.2Shareholder Rights. 10.3No Employment or Other Service Rights. 10.4Transfer; Approved Leave of Absence. 10.5Withholding Obligations.

Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of Maryland. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 8 The Corporation will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary. I or we assign and transfe...r to Insert social security or other identifying number of assignee (Print or type name, address and zip code of assignee) this Note and irrevocably appoint agent to transfer this Note on the books of the Corporation. The agent may substitute another to act for him. Dated: Signed: (Sign exactly as name appears on the other side of this Note) Signature Guarantee: (Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) 9 EX-4.2 4 ex42.htm EX-4.2 DocumentExhibit 4.2GLOBAL SECURITY NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM (See Legend on Next Page) No. $ CUSIP: 539830BV0LOCKHEED MARTIN CORPORATION 5.10% Note due 2027LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on November 15, 2027. Interest Payment Dates: May 15 and November 15, beginning on May 15, 2023Record Dates: May 1 and November 1Additional provisions of this Note are set forth on the other side of this Note. LOCKHEED MARTIN CORPORATIONBy: ____________________________Evan T. Scott Vice President and TreasurerDated: Authenticated: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. U.S. Bank Trust Company, National Association, as TrusteeBy: ____________________________Brandon BonfigVice President2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY. LOCKHEED MARTIN CORPORATION 5.10% Note due 20271. Interest. Lockheed Martin Corporation (the "Corporation"), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 24, 2022. Interest will be computed on the basis of a 360-day year of twelve 30-day months. View More

Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk and Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax: (646) 2...91-1469); Attention: General Counsel. Notices to the Company shall be given to it at Coherus BioSciences, Inc., 333 Twin Dolphin Drive, Suite 600, Redwood City, California 94065 (fax: (650) 649 3535); Attention: Chief Financial Officer, with a copy to (which copy shall not constitute notice): Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025 (fax: (650) 463-2600); Attention: Alan C. Mendelson. -32- (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (f) Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. [Remainder of page intentionally left blank; signature pages follow] -33- If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, COHERUS BIOSCIENCES, INC. By: /s/ Dennis M. Lanfear Name: Dennis M. Lanfear Title: President and Chief Executive Officer Accepted: As of the date first written above J.P. MORGAN SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. View More

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to each of the R...epresentatives at (i) BNP Paribas Securities Corp., 787 Seventh Avenue, New York, NY 10019, Attention: Syndicate Desk; (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: (646) 291-1469); and (iii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 834-6081), Attention: Investment Grade Syndicate Desk (in each case with a copy (which shall not constitute notice) to Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019 (fax: (212) 474 3700), Attention: Craig F. Arcella and Nicholas A. Dorsey). Notices to the Company shall be given to Hewlett Packard Enterprise Company, 3000 Hanover Street, Palo Alto, CA 94304 (fax: (650) 852-8087); Attention: Treasurer, with a copy to the General Counsel at 3000 Hanover Street, Palo Alto, CA 94304 (fax: (650) 857-4837) (in each case with a copy (which shall not constitute notice) to Gibson, Dunn & Crutcher LLP at 200 Park Avenue, New York, New York 10166 (fax: (212) 351-5237); Attention: Andrew L. Fabens). 24 (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. (e) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (f) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (g) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (h) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. 6.1 Successors and Assigns. 6.2 Governing Law; Jurisdiction; Jury Trial. 6.3 Titles and Subtitles. 6.4 Notices. 6.5 Amendments and Waivers. 6.6 Severability. 6.7 Entire Agreement. 6.8 Counterparts. 6.10 No Third Party Beneficiaries. 6.11 Survival. 6.12 Further Assurances. 6.13 No Strict Construction.

Miscellaneous. (a) No Rights to Service. The Participant acknowledges and agrees that the grant of the RSUs and their vesting pursuant to Section 2 do not constitute an express or implied promise of continued employment or service with the Company for the vesting period, or for any period. (b) Entire Agreement. These terms and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this RSU award; provided that any s...eparate employment, consulting or severance plan or agreement between the Company and the Participant that includes terms relating to the acceleration of vesting of equity awards shall not be superseded by these terms. (c) Governing Law. This RSU award shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflict of law principles. (d) Interpretation. The interpretation and construction of any terms or conditions of the Plan or this RSU award by the Compensation Committee shall be final and conclusive. EX-10.15 7 exhibit10-15.htm EXHIBIT 10.15 Emergent BioSolutions Inc. Form of Restricted Stock Unit Award Agreement – Canadian Participant 1. Grant of RSUs. In consideration of services rendered to the Company by the Participant, the Company has granted to the Participant, subject to the terms and conditions set forth herein and in the Company's Stock Incentive Plan (the "Plan"), an award of Restricted Stock Units (the "RSUs"), representing the number of RSUs set forth under your account in the Company's third-party electronic stock administrative platform. The RSUs entitle the Participant to receive, upon and subject to the vesting of the RSUs (as described in Section 2 below), one share of common stock, $0.001 par value per share, of the Company (the "Common Stock") for each RSU that vests. The shares of Common Stock that are issuable upon vesting of the RSUs are referred to herein as the "Shares." The grant of RSUs under the Plan is made at the discretion of the Company and the Plan may be suspended or terminated by the Company at any time. View More