Miscellaneous Contract Clauses (41,182)

Miscellaneous. 6.1 Limitations on Disposition. Holder agrees not to make any disposition of this Warrant or any shares of Common Stock issued upon exercise of this Warrant, unless and until (i) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6.1 and the other provisions of this Warrant as if such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable, and (ii) such transfer is in compliance with all applicable s...ecurities laws. 6.2 Early Termination. In the event of, at any time during the Exercise Period, the Company proposes to conduct a Change of Control, the Company shall provide to Holder ten (10) days advance written notice prior to the closing of such Change of Control and this Warrant shall terminate (subject to the provisions of Section 6.3) unless exercised prior to the occurrence of such Change of Control. 6.3 Automatic Conversion upon Expiration or Termination. In the event that, at the end of the Exercise Period or earlier termination of this Warrant pursuant to Section 6.2, the fair market value (as determined in good faith by the Board of Directors of the Company) of one share of Common Stock for which this Warrant is exercisable (or other security issuable upon the exercise hereof) is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 2.6 above as to all shares of Common Stock (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the shares of Common Stock (or such other securities) issued upon such conversion to the Holder. 4 6.4 Titles and Subtitles. The titles and subtitles used in this Warrant are for convenience only and are not to be considered in construing or interpreting this Warrant. 6.5 Notices. All notices and other communications under this Warrant shall be in writing and shall be deemed given upon receipt if delivered personally, or when sent if mailed by registered or certified mail (return receipt requested) or by reputable overnight express courier (charges prepaid) to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by advance written notice to the other parties. 6.6 Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled. 6.7 Amendments and Waivers. This Warrant may be amended and the observance of any other term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and Holder. Any amendment or waiver effected in accordance with this Section 6.7 shall be binding upon Holder of this Warrant (and of any shares of Common Stock into which this Warrant is exercisable), and each future holder of all such securities and the Company. 6.8 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 6.9 Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws principles. View More

Miscellaneous. This Agreement sets forth the entire agreement between Employee and the Company, and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of Employee's employment, including, without limitation, the Existing Agreement, other than the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement, dated November 14, 2019, a copy of which is attached as... Exhibit A and incorporated herein by reference. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by Employee and an expressly authorized representative of the Board. View More

Miscellaneous. 9.1 Notices. All notices or communications hereunder shall be in writing, addressed as follows: To the Company: c/o Hardinge Inc.One Hardinge DriveElmira, New York 14902-1507Telecopier No. (607) 734-2353Attention: Chief Executive Officer To the Executive: William B. Sepanik1747 Healey LaneTraverse City, MI 49696 All such notices shall be conclusively deemed to be received and shall be effective, (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy or facsimile transmission, upon ...confirmation of receipt by the sender of such transmission, or (iii) if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed. 9.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9.3 Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company's business and properties. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 9.4 Entire Agreement. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive relating to the subject matter hereof. This Agreement may be amended at any time by mutual written agreement of the parties hereto. 9.5 Withholding. The payment of any amount pursuant to this Agreement shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required under the Company's employee benefits plans, if any. 9.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state. View More

Miscellaneous. (a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute general funds of the Company.

Miscellaneous. With the exception of those terms and conditions specifically modified and amended herein, the herein referenced Lease shall remain in full force and effect in accordance with all its terms and conditions. In the event of any conflict between the terms and provisions of this First Amendment and the terms and provisions of the Lease, the terms and provisions of this First Amendment shall supersede and control. 5 15. Counterparts/Facsimiles. This First Amendment may be executed in any number of co...unterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this First Amendment, the parties may execute and exchange telefaxed or e-mailed counterparts of the signature pages and such counterparts shall serve as originals. View More

Miscellaneous. 7.1 Governing Law. The terms and conditions of this Warrant shall be governed in all respects by the internal laws of the State of Delaware without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. 7.2 Successors and Assigns. This Warrant shall be binding upon any successors or assigns of the Company and inure to the benefit of the Holder and any successors or assigns. 7.3 Waivers and Amendments. This Warrant and any provisions her...eof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder. 7.4 Loss of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will execute and deliver a new Warrant of like terms. 7.5 Headings. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof. 7.6 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day; (c) forty-eight (48) hours after having been sent by registered or certified mail, return receipt requested, postage prepaid, or after being deposited in the U.S. mail, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, in the case of the Holder, addressed to the Holder at the address set forth on the signature page hereto, and, in the case of the Company, to Alzheon, Inc., 111 Speen Street, Suite 306, Framingham, MA 01701, Attention: President, with a copy which shall not constitute notice to Latham & Watkins LLP, John Hancock Tower, 27th Floor, 200 Clarendon Street, Boston, MA 02116, Attention: Peter N. Handrinos; or as subsequently modified by written notice to the other party. 7.7 Counterparts. This Warrant may be executed in two or more counterparts (including, but not limited to, by facsimile, PDF or other electronic copy), each of which shall be deemed an original and all of which together shall constitute one instrument. View More

Miscellaneous. All references in this Amendment to the Lease shall be deemed to refer to the Lease, as modified by the terms of this Amendment. In the event of a conflict between the terms and provisions of the Lease and the terms and conditions of this Amendment, the terms and provisions of this Amendment shall prevail. As amended herein, the Lease remains in full force and effect and is hereby ratified by the parties.

Miscellaneous. 13.1The Executive agrees that any and all processes, systems, software, technology or other intellectual property created or developed by the Executive as part of the work being performed by him or her for the Employer is "work for hire," which is owned exclusively by the Employer and for which the Employer receives all ownership rights, including the copyrights thereto. The Executive hereby assigns to the Employer any and all right, title and interest the Executive may have in such work. 13.2Th...is Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of such rights, power or privilege or any single or partial exercise of any such right, power or privilege, preclude any other further exercise thereof or the exercise of any other such right, power or privilege. 14 13.3If any portion of this Agreement is held unenforceable or inoperative for any reason, such portion will not affect any other portion of this Agreement, and the remainder will be as effective as though the ineffective portion had not been contained in this Agreement. 13.4The validity of this Agreement and of any of the terms or provisions as well as the rights and duties of the parties hereunder will be governed by the laws of the State of Illinois (excluding the conflict of laws provisions thereof). Except for claims subject to the mandatory arbitration provision in Section 9 of this Agreement, the exclusive venue for any litigation between Executive and Employer based upon any fact, matter or claim arising out of or relating to this Agreement shall be the state or federal courts located in Chicago, Illinois, and Executive hereby consent to any such court's exercise of personal jurisdiction over him or her for such purpose. Executive acknowledges and agrees that Executive has significant material connections with Illinois. Executive shall not challenge jurisdiction in Illinois on any grounds including forum non conveniens or lack of personal jurisdiction. View More

Miscellaneous. The provisions of this Amendment shall apply to each Outstanding Award Agreement only to the extent that the underlying Award has not previously been exercised, paid, cancelled, forfeited, terminated, or expired. Except as expressly amended hereby, the terms and conditions of each Outstanding Award Agreement shall remain in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws prin...ciples thereof. EX-10.3 4 exh3.htm FORM OF 2016 OMNIBUS AMENDMENT TO AWARDS GRANTED UNDER THE BERRY PLASTICS GROUP, INC. 2012 LONG-TERM INCENTIVE PLAN EXHIBIT 10.3 2016 OMNIBUS AMENDMENT TO AWARDS GRANTED UNDER THE BERRY PLASTICS GROUP, INC. 2012 LONG-TERM INCENTIVE PLAN This Omnibus Amendment (this "Amendment") to the Award Agreements (as defined in the Berry Plastics Group, Inc. (the "Company") 2012 Long-Term Incentive Plan (the "Plan")) with an effective date prior to the date hereof is adopted effective as of __________, 2016. All capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Plan. WHEREAS, the Company has granted Awards to certain employees of the Company and its Subsidiaries; WHEREAS, each such Award is evidenced by an Award Agreement entered into by and between the Company and the Participant to whom such Award was granted; WHEREAS, pursuant to resolutions dated as of July 24, 2013, the Committee authorized certain amendments to the terms and conditions of Awards granted prior to that date (to the extent they were not previously exercised, paid, cancelled, forfeited, terminated, or expired) which were effected by an Omnibus Amendment effective August 1, 2013 (the "First Award Amendments"); WHEREAS, at a Committee meeting held on July 28, 2015, the Committee authorized the Company to amend the terms and conditions of Awards (to the extent they were not previously exercised, paid, cancelled, forfeited, terminated, or expired) to provide full vesting and continued exercisability of outstanding awards upon certain terminations of employment following a "Change in Control" as defined in the Plan (the "Award Amendments"); WHEREAS, the Committee desires to amend all Award Agreements evidencing Awards that are outstanding as of the date hereof under the Plan (whether or not they were amended by the First Award Amendments) (the "Outstanding Award Agreements") to reflect the Award Amendments; and WHEREAS, pursuant to Section 11(c) of the Plan, the Committee has the authority to amend Award Agreements in the following respects. NOW, THEREFORE, pursuant to Section 11(c) of the Plan, each Outstanding Award Agreement governing an "Option" (as defined in the Plan) is amended as and to the extent described below: 1. Effect of a Change in Control. By deleting the existing Section 7 of each Outstanding Award Agreement and substituting therefor the following: 7. Effect of Change in Control. (a) If the employment of the Optionee is terminated by the Company (or its applicable Subsidiary) for any reason other than for Cause or Disability, or if the Optionee has and exercises the right to resign for "good reason" under an employment agreement between the Company or an Affiliate and the Optionee, within two (2) years following a Change in Control, the Option shall become 100% vested and exercisable with respect to all Shares subject to the Option. To the extent the Option is vested and exercisable upon a termination described in this Section 7(a), the Option shall remain exercisable through expiration of the period set forth in Section 3, after which time the Option shall automatically terminate in full. (b) If the employment of the Optionee is terminated by the Company (or its applicable Subsidiary) for any reason other than for Cause or Disability at any time after two (2) years following a Change in Control, the Option shall become vested and exercisable with respect to an additional 40% of the total Shares subject to the Option (e.g., if, immediately prior to such termination, 40% of the total Shares subject to the Option are vested, then following such termination, 80% of the total Shares subject to the Option will have vested, it being understood, for the avoidance of doubt, that the maximum aggregate number of Shares eligible to vest shall be the number of Shares set forth in Section 1.1 of this Agreement). To the extent the Option is vested and exercisable upon a termination described in this Section 7, the Option shall remain exercisable through the 90th day following such termination of employment (or, if earlier, the expiration of the period set forth in Section 3), after which time the Option shall automatically terminate in full. View More

Miscellaneous. (a) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall be as effective as original signatures. (b) Each undersigned Holder hereby covenants and agrees that following the effectiveness of this Amendment an original or copy of this Amendment shall at all times be affixed to each Note. (c) This Amendment is to be construed in accordance with and go...verned by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Company and the holders of the Warrants. (d) Except as set forth above, the Warrants shall remain in full force and effect in accordance with their respective terms. View More