Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York. Each of the parties consents to the exclusive jurisdiction of the Federal or state courts whose districts encompass any part of the County of New York located in the... City of New York, New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party to this Agreement irrevocably consents to the service of process in any such proceeding by any manner permitted by law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. When used herein, the term "Reasonable Commercial Efforts" means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies. View More

Miscellaneous. 9.1 Entire Agreement; Amendment. This Agreement and the Employment Agreement constitute the entire agreements of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient. 9.2 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States or Canadian mail as registered or cert...ified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: General Counsel, at its principal executive offices or to Recipient at the address of Recipient in the Company's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other party. 9.3 Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient's heirs, executors, administrators, successors and assigns. 9.4 Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 6 9.5 Applicable Law. The terms and conditions of this Agreement will be interpreted under the laws of the state of Minnesota, exclusive of choice of law rules. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota. 9.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original. SUNOPTA INC. RECIPIENT By: /s/ Jeff Gough /s/ Scott Huckins Name: Jeff Gough Scott Huckins Title: CHRO 7 EX-10.4 5 exhibit10-4.htm EXHIBIT 10.4 SunOpta Inc.: Exhibit 10.4 - Filed by newsfilecorp.com Exhibit 10.4 PERFORMANCE SHARE UNIT AWARD AGREEMENT This Performance Share Unit Award Agreement (the "Agreement") is entered into as of September 3, 2019 between SunOpta Inc., a Canadian corporation (the "Company"), and Scott Huckins (the "Recipient"). On September 3, 2019 (the "Award Date") the Company's Board of Directors (the "Board") authorized the grant of performance share units to Recipient pursuant to the terms of this Agreement. Recipient desires to accept the award subject to the terms and conditions of this Agreement. This award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This award is granted pursuant to the terms of the Executive Employment Agreement dated August 30, 2019 between the Company and Recipient (the "Employment Agreement") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply. NOW, THEREFORE, the parties agree as follows: 1. Award. The Company grants to Recipient 346,638 performance share units ("PSUs") with respect to the Company's common shares ("Common Shares"). Subject to the terms and conditions of this Agreement and the Employment Agreement, the Company shall issue to Recipient the number of Common Shares of the Company corresponding to the number of PSUs determined under this Agreement based on (a) the performance of the Company as described in Section 2 and (b) Recipient's continued employment through the date the applicable PSUs vest as described in Section 2 (a "Vesting Event"). View More

Miscellaneous. This First Amendment is effective as of the date first set forth above. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. This First Amendment may be executed in any number of counterparts; each such counterpart shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. A signature to this First Amendment executed and/or transmitted electronically ...shall have the same authority, effect and enforceability as an original signature. Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to "the Agreement" shall mean the Agreement, as modified hereby. View More

Miscellaneous. (a) The address for the Optionee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the address contained in the Company's personnel records, or such other address as the Optionee may provide to the Company by written notice. (b) This Award may be executed in one or more counterparts all of which taken together will constitute one and the same instrument. (c) The validity, performance, construction and effect of this Aw...ard shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law. (d) The Optionee hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America, in each case located in Philadelphia, Pennsylvania, for any actions, suits or proceedings arising out of or relating to this Award and the transactions contemplated hereby ("Litigation") and agrees not to commence any Litigation except in any such court, and further agrees that service of process, summons, notice or document by U.S. registered mail to his respective address shall be effective service of process for any Litigation brought against him in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation in the courts of the Commonwealth of Pennsylvania or of the United States of America, in each case located in Philadelphia, Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any Litigation brought in any such court has been brought in an inconvenient forum. View More

Miscellaneous. (a) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms "hereby," "hereof," "hereto," "hereunder" and any similar terms, as used in this Agreement, refer to the Agreement in its entirety and not only to the particular portion of this Agreement where the term is used. The word "person" shall mean any natural person, partnership, company, government and any other form of business... or legal entity. All words or terms used in this Agreement, regardless of the number or gender, in which they are used, shall be deemed to include any other number and any other gender as the context may require. This Agreement shall not be admissible in evidence to construe the provisions of any prior agreement. (b) Succession and Assignment. This Agreement and the rights and obligations hereunder of the Company may be assigned by the Company only to a successor to the Company's entire business. This Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent only to a successor to its entire business. This Agreement shall be binding upon and inure to the benefit of each party's respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent, the Company and the Underwriters. This Agreement is intended to be for the sole benefit of the parties hereto, and (subject to the provisions of this Section 11.2(b)) their respective successors, heirs and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person. (c) Amendments and Waivers. This Agreement may be amended only with the written consent of the Escrow Agent, the Company and the Underwriters. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). The representations and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any party. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. View More

Miscellaneous. This offer of employment is made subject to you having the legal right to work in the United States. Your employment with Tempest is subject to all Company policies and procedures, and Tempest retains the right to change its policies or procedures at any time. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Neither this Agreement nor any of your rights or obligations her...eunder shall be assignable by you. Tempest may assign this Agreement or any of its obligations hereunder to any subsidiary of Tempest, or to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of Tempest. This Agreement is intended to bind and inure to the benefit of and be enforceable to you and Tempest and Tempest's permitted successors and assigns. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to the choice of law principles thereof. [remainder of page intentionally left blank] If the foregoing is acceptable, please indicate your agreement by signing below and returning the original signed Agreement (keeping a copy for your own records) to me on or before July 7, 2021. If you have any further questions or require additional information, please feel free to contact me. Sincerely, TEMPEST THERAPEUTICS, INC. By: /s/ Thomas Dubensky Thomas Dubensky President ACCEPTED AND AGREED: /s/ Stephen R. Brady Stephen R. Brady Date: July 7, 2021 Appendices: Appendix A — Approved Activities Appendix B — Separation Agreement and General Release Appendix C — Confidentiality and Proprietary Rights Agreement View More

Miscellaneous. 12.01 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior written or oral understanding between the parties with respect to the subject matter hereof, including, without limitation, the 2012 Agreement. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective subsidiaries and affiliates of the parties ...hereto. None of this Agreement nor any of the rights, obligations, or liabilities of either party hereto shall be assigned without the prior written consent of the other party. Any such assignment shall be evidenced by a written document executed by the parties and attached to and made a part of this Agreement. 11 12.02 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. All claims or causes of action arising out of this Agreement or any other agreement or document executed by T Bank and Tectonic in connection with this Agreement shall be asserted only in a court of appropriate jurisdiction in Dallas County, Texas, and all objections to jurisdiction and venue in such forum are hereby expressly waived. Each of the parties hereto expressly waives all right to trial by jury in any action or proceeding arising out of this Agreement. 12.03 Attorneys' Fees. If any act at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 12.04 Notice. Any notices to be given hereunder by one party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated upon actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. If to T Bank: Patrick Howard T Bank, N.A. 16000 Dallas Parkway Suite 125 Dallas, Texas 75248 If to Tectonic: A. Haag Sherman Tectonic Advisors, LLC 6900 North Dallas Parkway Legacy Tower II, Suite 500 Plano, Texas 75024 12.05 Amendment. This Agreement may be amended from time to time upon mutual agreement by the parties hereto; provided, however, any such amendment shall be evidenced by a written instrument executed by the parties which is attached to and made a part of this Agreement. 12 12.06 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, then (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof; (b) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; and (c) there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable. 12.07 Counterparts. This Agreement may be executed in two (2) or more counterparts each of which shall be deemed a duplicate original and each of which shall constitute one and the same instrument. View More

Miscellaneous. a. This letter agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. b. The Company may only assign this letter agreement to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided, that such successor expressly agrees to assume and perform this letter agreement in the same ...manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place, and the term "Company" shall include any such successor that assumes and agrees to perform this letter agreement, by operation of law or otherwise. c. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be designated by the Board (other than you). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 11 Imara, Inc. 116 Huntington Ave, 6th Floor Boston, MA 02116 Info@Imaratx.com +1 617 206-2020 www.imaratx.com d. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law principles thereof. e. This letter agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, discussions and/or understandings relating to the subject matter hereof, including without limitation the Former Letter Agreement, provided, and for the avoidance of doubt, that nothing herein supersedes the Restrictive Covenants Agreement, the Plan or any Option Agreement, which remain in force and effect in accordance with their terms. f. Please accept all of the terms as set forth herein by signing and returning this letter agreement. Sincerely, IMARA INC. By: /s/ Rahul D. Ballal Name: Rahul D. Ballal, PhD Title: Chief Executive Officer Agreed: /s/ Willem Scheele Willem Scheele Date: September 27, 2019 12 EX-10.9 16 d842128dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 Imara, Inc. 116 Huntington Ave, 6th Floor Boston, MA 02116 Info@Imaratx.com +1 617 206-2020 www.imaratx.com September 23, 2019 Mr. Willem Scheele Dear Willem, On behalf of IMARA Inc., a Delaware corporation (the "Company"), I am very pleased to offer you this revised "letter agreement" with the Company. This letter agreement shall supersede, amend and restate in all respects the letter agreement between you and the Company dated March 1, 2019, as amended and restated by the letter agreement between you and the Company dated June 27, 2019 (as amended and restated, the "Former Letter Agreement"), provided, and for the avoidance of doubt, that nothing herein supersedes the Employee Confidentiality, Assignment and Noncompetition Agreement signed by you on March 5, 2019 (the "Restrictive Covenants Agreement"), which remains in effect, unaltered, in all respects. The terms of your employment with the Company are as set forth below: 1. Position. You will be employed to serve as Chief Medical Officer of the Company. As Chief Medical Officer, you will have the duties, authorities and responsibilities that are customarily associated with such position, and such other duties, authorities and responsibilities the Chief Executive Officer and the Company's Board of Directors (the "Board") designate from time to time that are not inconsistent with such position. You will perform such duties to the Company primarily at the Company's headquarters in Cambridge, Massachusetts. You will report directly to the Chief Executive Officer. While an employee of the Company, you will devote substantially all of your professional time and efforts to the business of the Company. Any outside professional or other business activity you engage in must be approved in advance by the Board and must not conflict with your duties to the Company. View More

Miscellaneous. (a) Severability. If any provision hereof is invalid or unenforceable, the other provisions hereof shall remain in full force and effect and shall be construed so as to effectuate the other provisions hereof. (b) Amendment. This Note may not be changed, modified or terminated, nor may any provision of this Note be waived except by an agreement in writing signed by the party to be charged. (c) Binding Nature of Agreement; Assignment. The provisions of this Note shall be binding upon the Lender an...d the Company, and shall inure to the benefit of and bind the respective successors and assigns of the Lender and the Company. Neither the Company nor the Lender may assign or transfer this Note or assign or delegate any of its respective rights or obligations hereunder without the prior written consent of the other party in each instance. (d) Collection Costs and Expenses. The Company agrees to pay all costs of collection, including, without limitation, attorneys' fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level), in the event any payment of principal, interest, or other amount is not paid when due, or if at any time the Lender should incur any attorneys' fees in any proceeding under any federal bankruptcy law (or any similar state or federal law) in connection with the obligations evidenced hereby. In the event of any court proceeding, court costs and attorneys' fees shall be set by the court and not by the jury and shall be included in any judgment obtained by the Lender. (e) Time of Essence. Time is of the essence of this Note and each and every provision hereof. (f) Controlling Law. This Note and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any Texas or other conflict-of-law provisions to the contrary. 5 (g) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received (i) when delivered against receipt; (ii) upon receipt of a facsimile transmission; (iii) one day following the day of deposit thereof, with delivery charges prepaid, with a national overnight delivery service; or (iv) three business days following the day of deposit thereof, with theUnited States Postal Service, by regular first class, certified or registered mail, return receipt requested, postage prepaid, in each case addressed as set forth below: (i) If to the Company: Fuse Medical LLC. 4770 Bryant Irvin Court, Suite 300 Fort Worth, TX 76107 Attention: Jonathan Brown, Manager Telephone: (817)439-7025 Facsimile: (817) 887-1730 E-mail: jbrown@fusemedical.com (ii) If to Lender: JAR Financing, LLC 4770 Bryant Irvin Court, Suite 400 Fort Worth, Texas 76107 Attention: Alan Meeker, Manager Phone: 817-348-0010x101 Fax: 817-887-1269 E-mail: alan@cviewgroup.com Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice. (h) Section Headings. The section headings in this Note are for convenienceonly; they form no part of this Note and shall not affect its interpretation. (i) Number of Days. In computing the number ofdays for purposes of this Note,all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if thefinal day of any time period falls on a Saturday, Sunday or holiday, then the final day shall bedeemed to be the next day which is not a Saturday, Sunday or holiday. (j) Loss or Destruction of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, or in the case of loss, theft or destruction of an indemnity satisfactory to it, and in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver a new Note on like tenor and date. (k) Construction. The language of this Note shall be construed as a whole according to its fair meaning. The word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." No inference in favor of, or against, the Company or Lender shall be drawn from the fact that one party has drafted any portion hereof. View More

Miscellaneous. (a) This Letter does not constitute an express or implied promise of continued employment for any period and does not alter your "at-will" employment status. Except as otherwise required by applicable law or as may be expressly set forth in a separate agreement between you and the Company, your employment with the Company is and will continue to be "at-will" and may be terminated at any time with or without Cause or notice by the Company. (b) No provision of this Letter will be interpreted to im...pose an obligation on the Company to accept, agree to or otherwise consummate any Change in Control the Company. The decision to consummate any Change in Control of the Company, and all terms and conditions of any such transaction, including the amount, timing and form of consideration to be provided in connection therewith, will be within the sole and absolute discretion of the Company. (d) Your rights with respect to the Retention Bonus will be those of a general unsecured creditor of the Company, and under no circumstances will this Letter or your rights hereunder give you an interest in any assets of the Company or entitle you to any rights as a stockholder of the Company. Neither this Letter nor your rights under this Letter may be assigned by you, alienated, transferred, garnished, or levied upon in any manner to or by any other party (whether by operation of law or otherwise). The rights and obligations of the Company under this Letter will inure to the benefit of and will be binding upon the successors and assigns of the Company. (e) This Letter will be governed by the laws of the State of California. Any suit, action or other legal proceeding arising out of, or relating to, this Letter will be brought in a court of competent jurisdiction located in San Diego County, California having subject matter jurisdiction thereof and both parties agree to submit to the jurisdiction of such forum. (f) This Letter constitutes the entire agreement between you, on the one hand, and the Company, on the other hand, with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings with respect to the subject matter hereof, whether written or oral. This Letter may be amended or modified only by a written instrument executed by you and the Company. The Company's obligations under this Letter shall be assumed by the acquiring or successor corporation in the Change in Control. The Company shall withhold from any and all amounts payable under this Letter such federal, state, local and other taxes as may be required to be withheld pursuant to any applicable law or regulation. (g) This Letter may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 4. Acceptance To indicate your acceptance of the terms of this Letter, please sign and date this Letter in the space provided below. A duplicate has been provided for your records. Sincerely, Imprimis Pharmaceuticals, Inc. By: /s/ Robert J. Kammer Name: Robert J. Kammer Title: Director Agreed to and accepted: Signature: /s/ Mark L. Baum Printed Name: Mark L. Baum Date: April 25, 2016 Enclosures Duplicate Original Letter EX-10.3 4 ex10-3.htm EXHIBIT 10.3 12264 El Camino Real Suite 350 San Diego, CA 92130 Main: 858.704.4040 Fax: 858.345.1745 www.imprimispharma.com April 25, 2016 Mr. Mark Baum c/o Imprimis Pharmaceuticals, Inc. 12264 El Camino Real, Suite 350 San Diego, CA 92130 Dear Mark, Imprimis Pharmaceuticals, Inc. (the "Company") is pleased to offer you the opportunity to earn a cash retention bonus (the "Retention Bonus") on the terms set forth in this letter (the "Letter"). We are offering you the opportunity to earn the Retention Bonus because we recognize your importance to the continued success of the Company and to the successful closing of a "Change in Control" (as defined below) of the Company. Subject to your execution, this Letter shall become effective as of the date set forth above (the "Effective Date") and upon its effectiveness shall supersede in its entirety the retention letter agreement between you and the Company dated July 31, 2015. View More