Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. This Agreement is the joint and several obligation of the Bank and Peapack. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey. This Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby, including expressly any prior agreement with the Company concerning change-in-control benefits. The amendment or termination of this Agreement may be made only in a writing... executed by the Company and the Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of the Company. This Agreement is personal to the Executive and the Executive may not assign any of his rights or duties hereunder but this Agreement shall be enforceable by the Executive's legal representatives, executors or administrators. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.View More
Miscellaneous. This Agreement is the joint and several obligation of the Bank and Peapack. Valley. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey. This Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby, including expressly any prior agreement with dated Change in Control Agreement between the Company concerning change-in-control benefits. and the Executive. The ame...ndment or termination of this Agreement may be made only in a writing executed by the Company and the 17101569855.1 EXHIBIT 10.CC Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of the Company. This Agreement is personal to the Executive and the Executive may not assign any of his the Executive's rights or duties hereunder but this Agreement shall be enforceable by the Executive's legal representatives, executors or administrators. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.View More
Miscellaneous. This Agreement is the joint and several obligation of the Bank and Peapack. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey. Jersey and, to the extent applicable, federal law. This Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby, hereby including expressly any prior agreement with the Company concerning change-in-control benefits. Agreement referred... to in 7 Paragraph 13 above. The amendment or termination of this Agreement may be made only in a writing executed by the Company and the Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. This Agreement agreement shall be binding upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of the Company. This Agreement is personal to the Executive and the Executive may not assign any of his rights or duties hereunder but this Agreement shall be enforceable by the Executive's legal representatives, executors or administrators. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. View More
Miscellaneous. Except as otherwise provided in Sections 3, 9 and 10 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at the office of the Company, Public Storage, 701 Western Avenue, 2nd Floor, Glendale, California 91201-2397, Attention: Legal Department, or (ii) if to you, as Representatives of the several Underwriters, care of: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1–050-12-01, New York, NY... 10020, Attention: High Grade Transaction Management/Legal; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division; UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, their respective directors, trustees and officers, and the other controlling persons referred to in Section 7 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser.View More
Miscellaneous. Except as otherwise provided in Sections 3, 9 and 10 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at the office of the Company, Public Storage, 701 Western Avenue, 2nd Floor, Glendale, California 91201-2397, Attention: Legal Department, or (ii) if to you, as Representatives of the several Underwriters, care of: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1–050-12-01, New York, NY... 10020, Attention: High Grade Transaction Management/Legal; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division; UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, their respective directors, trustees and officers, and the other controlling persons referred to in Section 7 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser. 30 13. Applicable Law; Counterparts. This agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. View More
Miscellaneous. Except as otherwise provided in Sections 3, 9 and 10 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to any of the Company, Primary Entities, at the office of the Company, Public Storage, PS Business Parks, Inc., 701 Western Avenue, 2nd Floor, Glendale, California 91201-2397, Attention: Legal Department, or (ii) if to you, as Representatives of the several Underwriters, care of: Merrill Lynch, Pierce, Fenner & Smith Incorporated,... of BofA Securities, Inc., 50 Rockefeller Plaza, NY1–050-12-01, NY1-050-12-01, New York, NY 10020, Attention: High Grade Transaction Management/Legal; Management/Legal, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York NY 10036, Attention: Investment Banking Division; Division, UBS Securities LLC, 1285 Avenue of the Americas, New York, New York NY 10019, Attention: Fixed Income Syndicate Syndicate, and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC North Carolina 28202, Attention: Transaction Management. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, Primary Entities, their respective directors, trustees directors and officers, and the other controlling persons referred to in Section 7 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser. View More
Miscellaneous. This Agreement shall not be modified or amended except in writing signed by Dawson and the Company. This Agreement constitutes the entire agreement of Dawson and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect. Th...is Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.View More
Miscellaneous. This Agreement shall not be modified or amended except in writing signed by Dawson the Placement Agent and the Company. This Agreement constitutes the entire agreement of Dawson the Placement Agent and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of this Agreement s...hall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. View More
Miscellaneous. This Agreement shall not be modified or amended except in writing signed by Dawson the Placement Agents and the Company. This Agreement constitutes the entire agreement of Dawson the Placement Agents and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of this Agreement... shall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. View More
Miscellaneous. This Agreement shall not be modified or amended except in writing signed by Dawson the Placement Agent and the Company. This Agreement constitutes the entire agreement of Dawson the Placement Agent and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of this Agreement s...hall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. View More
Miscellaneous. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and (c) delivery of and payment for the Shares under this Agreement. This Agreement may be exec...uted in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. [remainder of page intentionally blank] 33 If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters in accordance with its terms. Very truly yours, AGILE THERAPEUTICS, INC. By/s/ Alfred Altomari Alfred Altomari Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.View More
Miscellaneous. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any the Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and (c) delivery of and payment for the Shares under this Agreement. For purposes of this A...greement, "business day" means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter is required to obtain, verify and record information that identifies its clients, including the Issuer, which information may include the name and address of its clients, as well as other information that will allow the Underwriter to properly identify its clients. 28 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. THE ISSUER AND THE UNDERWRITER EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO OR ARISING OUT OF THE TERMS OF THIS AGREEMENT AND THE OFFERING CONTEMPLATED HEREBY. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. [remainder of page intentionally blank] 33 29 If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters Underwriter in accordance with its terms. Very truly yours, AGILE THERAPEUTICS, INC. By/s/ Alfred Altomari Alfred Altomari Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.View More
Miscellaneous. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and (c) delivery of and payment for the Shares under this Agreement. 29 This Agreement may be e...xecuted in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. [remainder of page intentionally blank] 33 30 If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters in accordance with its terms. Very truly yours, AGILE THERAPEUTICS, INC. By/s/ By /s/ Alfred Altomari Alfred Altomari Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. WILLIAM BLAIR & COMPANY, L.L.C. RBC CAPITAL MARKETS, LLC As the Representatives of the several Underwriters listed on Schedule I hereto By: WILLIAM BLAIR & COMPANY, L.L.C. View More
Miscellaneous. This Amendment amends the terms of the Agreement and is deemed incorporated into the Agreement. The provisions of the Agreement, as amended by this Amendment, remain in full force and effect. 3.2 Entire Agreement. The Agreement, as amended by this Amendment constitute the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, a...re superseded hereby, merged and canceled, and are null and void and of no effect. 3.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument.View More
Miscellaneous. This Amendment amends the terms of the Agreement and is deemed incorporated into the Agreement. The provisions of the Agreement, as amended by this Amendment, remain in full force and effect. 3.2 2.2 Entire Agreement. The Agreement, as amended by this Amendment constitute the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implie...d, are superseded hereby, merged and canceled, and are null and void and of no effect. 3.3 2.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument. View More
Miscellaneous. This Third Amendment amends the terms of the Agreement (as previously amended by the First Amendment and Second Amendment) and is deemed incorporated into the Agreement. The provisions of the Agreement, Agreement as amended by this Amendment, remain in full force and effect. 3.2 5.2 Entire Agreement. The Agreement, as amended by together with the Preferred Stock Agreement, the First Amendment, the Second Amendment, and this Amendment Third Amendment, constitute the entire agreement, both written... and oral, between the Parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void and of no effect. 3.3 5.3 Counterparts. This Third Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument. View More
Miscellaneous. This Third Amendment amends the terms of the Agreement (as previously amended by the First Amendment and Second Amendment) and is deemed incorporated into the Agreement. The provisions of the Agreement, Agreement as amended by this Amendment, remain in full force and effect. 3.2 5.2 Entire Agreement. The Agreement, as amended by together with the Preferred Stock Agreement, the First Amendment, the Second Amendment, and this Amendment Third Amendment, constitute the entire agreement, both written... and oral, between the Parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void and of no effect. 3.3 5.3 Counterparts. This Third Amendment may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one instrument. View More
Miscellaneous. UBS, an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of UBS AG. Because UBS is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by UBS are not deposits, are not insured by the Federal Deposit Insurance Corporation, are not guarantee...d by a branch or agency, and are not otherwise an obligation or responsibility of a branch or agency.View More
Miscellaneous. UBS, UBS Securities, LLC ("UBS"), an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of UBS AG. Because UBS is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by UBS are not deposits, are not insured by the Federal Deposit Insurance C...orporation, are not guaranteed by a branch or agency, and are not otherwise an obligation or responsibility of a branch or agency. View More
Miscellaneous. UBS, UBS Securities LLC, an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of UBS AG. Because UBS Securities LLC is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by UBS Securities LLC are not deposits, are not insured by the Federa...l Deposit Insurance Corporation, are not guaranteed by a branch or agency, and are not otherwise an obligation or responsibility of a branch or agency. View More
Miscellaneous. UBS, UBS Securities LLC, an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of UBS AG. Because UBS Securities LLC is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by UBS Securities LLC are not deposits, are not insured by the Federa...l Deposit Insurance Corporation, are not guaranteed by a branch or agency, and are not otherwise an obligation or responsibility of a branch or agency. [Remainder of Page Intentionally Left Blank] 29 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms. 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 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department and c/o Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the Gene...ral Counsel, Fax: 646-562-1124 and, in each case, with a copy (which copy shall not constitute notice) to Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199 (fax: (617) 235-0392), Attention: Patrick O'Brien, Esq. Notices to the Company shall be given to it at Seres Therapeutics, Inc., 200 Sidney Street, 4th Floor, Cambridge, Massachusetts 02139 (fax: (617) 945-9626); Attention: Secretary, with a copy (which copy shall not constitute notice) to Latham & Watkins LLP 200 Clarendon Street, 27th Floor, Boston, MA 02116, Attention: Peter N. Handrinos, Esq. (b) Patriot Act Notice. 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 clients, which may include the name and address of their clients, as well as other information that will allow the Underwriters to properly identify their clients. (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 applicable to agreements made and to be performed in such state. (d) 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. 32 (e) 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. (f) 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. [Remainder of Page Intentionally Blank] 33 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.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 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, 10282-2198 Attention: Registration Department and c/o Cowen and Company, J. P. Morgan Securities LLC, Attention: Head of 383 Madison Avenue, New York, ...New York 10179 (fax: (212) 622-8358); Attention Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1124 Syndicate Desk and, in each case, with a copy (which copy shall not constitute notice) to Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199 (fax: (617) 235-0392), Attention: Patrick O'Brien, Esq. Notices to the Company shall be given to it at Seres Sage Therapeutics, Inc., 200 Sidney 215 First Street, 4th Floor, Cambridge, Massachusetts 02139 02142, (fax: (617) 945-9626); 299-8379); Attention: Secretary, Dr. Jeffrey M. Jonas, with a copy (which copy shall not constitute notice) to Latham & Watkins LLP 200 Clarendon Street, 27th Floor, Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02116, Massachusetts 02210 (fax: (617) 570-1231), Attention: Peter N. Handrinos, Mitchell S. Bloom, Esq. and Michael H. Bison, Esq. 31 (b) Patriot Act Notice. 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 clients, which may include the name and address of their clients, as well as other information that will allow the Underwriters to properly identify their clients. (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 applicable to agreements made and to be performed in such state. (d) 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. 32 (e) 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. (f) 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. (g) 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. [Remainder of Page Intentionally Blank] 33 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.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 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department and c/o Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the Gene...ral Counsel, Fax: 646-562-1124 646-562-1124; Piper Sandler & Co., 800 Nicollet Mall, Suite 1000, Minneapolis, MN 55402, Attention: General Counsel, legalcapmarkets@psc.com, and, in each case, with a copy (which copy shall not constitute notice) to Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199 (fax: (617) 235-0392), Attention: Patrick O'Brien, Esq. Notices to the Company shall be given to it at Seres Therapeutics, Inc., 200 Sidney Street, 4th Floor, Cambridge, Massachusetts 02139 (fax: (617) 945-9626); Attention: Secretary, with a copy (which copy shall not constitute notice) to Latham & Watkins LLP 200 Clarendon Street, 27th Floor, Boston, MA 02116, Attention: Peter N. Handrinos, Esq. (b) Patriot Act Notice. 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 clients, which may include the name and address of their clients, as well as other information that will allow the Underwriters to properly identify their clients. (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 applicable to agreements made and to be performed in such state. 32 (d) 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. 32 (e) 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. (f) 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. [Remainder of Page Intentionally Blank] 33 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Grantee at the address on file with the Company, or in either case at such other address as one party may subsequently furnish to the other party in writing. (b) This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary. Further, Grantee understands and agrees that Grantee's employment with the Company is and... shall remain at-will. Nothing in this Agreement is intended to modify the at-will nature of Grantee's employment relationship with the Company. (c) Grantee acknowledges that Grantee has the right to consult with independent legal counsel prior to accepting this Agreement and that Grantee either consulted, or on Grantee's own volition chose not to consult, with such counsel. 7 EX-10.3 3 wts-20190331ex10386512f.htm EX-10.3 wts_Ex10_3 Exhibit 10.3 2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE WATTS WATER TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN This award of performance stock units ("Performance Stock Units") of Watts Water Technologies, Inc. (the "Company") made to the grantee (the "Grantee"), as set forth in the Performance Stock Unit award notification provided through the Grantee's stock plan account on the E*TRADE website, is subject to the provisions of the Company's Second Amended and Restated 2004 Stock Incentive Plan (the "Plan") and the terms and conditions contained in this 2019 Performance Stock Unit Award Agreement (the "Agreement") and shall constitute Deferred Stock (as defined in the Plan) which is earned based on performance as provided herein. By accepting the award of Performance Stock Units on the E*TRADE website, the Grantee agrees to the terms and conditions of this Agreement.View More
Miscellaneous. (a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Grantee at the address on file with the Company, set forth below, or in either case at such other address as one party may subsequently furnish to the other party in writing. (b) This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary. Further, Grantee understands and agrees that Grantee's employment with t...he Company is and shall remain at-will. Nothing in this Agreement is intended to modify the at-will nature of Grantee's employment relationship with the Company. (c) Grantee acknowledges that Grantee has the right to consult with independent legal counsel prior to accepting this Agreement and that Grantee either consulted, or on Grantee's own volition chose not to consult, with such counsel. 7 EX-10.3 3 wts-20190331ex10386512f.htm EX-10.3 wts_Ex10_3 5 EX-10.2 2 wts-20190331ex102c289e2.htm EX-10.2 wts_Ex10_2 Exhibit 10.3 2019 PERFORMANCE 10.2 DEFERRED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE WATTS WATER TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN This The award of performance stock units ("Performance deferred Class A Common Stock Units") ("Deferred Stock") of Watts Water Technologies, Inc. (the "Company") made to the grantee (the "Grantee"), as set forth in the Performance Deferred Stock Unit award notification provided through the Grantee's stock plan account on the E*TRADE website, is subject to the provisions of the Company's Second Amended and Restated 2004 Stock Incentive Plan (the "Plan") and the terms and conditions contained in this 2019 Performance Deferred Stock Unit Award Agreement (the "Agreement") and shall constitute Deferred Stock (as defined in the Plan) which is earned based on performance as provided herein. "Agreement"). By accepting the award of Performance Deferred Stock Units on the E*TRADE website, the Grantee agrees to the terms and conditions of this Agreement. View More
Miscellaneous. 10.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties ...regarding the subject matter of this Agreement. 10.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If to Company, to: Dermata Therapeutics, Inc. Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 If to Consultant, to: The address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed original signatures for all purposes.View More
Miscellaneous. 10.1 11.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California. 11.2 Assignability. In light of the unique and specialized nature of Consultant's services,... Consultant may shall not sell, assign subcontract any portion of Consultant's duties, nor assign, transfer or delegate any of his/her rights or obligations obligations, under this Agreement. 10.3 Agreement, without the express prior written consent of the Company, and any such attempted subcontracting, assignment, delegation or transfer shall be null and void. Company may assign this Agreement, and its rights and obligations hereunder, to any successor to all or substantially all of Company's relevant business or assets to which this Agreement pertains, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise. 11.3 Entire Agreement. This Agreement (including the Exhibit attached hereto) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 11.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 7 11.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the such party at the such party's address or facsimile number written below or at such other address or facsimile number as the such party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 three (3) business days after mailing in accordance with this Section 10.5. 11.5. If to the Company, to: Dermata Therapeutics, Patriot Scientific, Inc. Attention: Chief Executive Officer 3525 2038 Corte Del Mar Heights Rd., #322 Nogal Suite 141 Carlsbad, CA 92011 Telephone: (760) 795-8517 If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 11.6 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Company. 10.8 Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. 11.7 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 11.8 Further Assurances. Without limiting Section 3.2 above, Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 11.9 Severability. If any provision of this Agreement becomes or is found declared by a court of competent jurisdiction to be illegal illegal, void or unenforceable, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the other provisions shall remain effective and enforceable economic benefit of this Agreement to the greatest extent permitted by law. 6 10.11 either Company or Consultant. 11.10 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures Signatures delivered by facsimile or similar electronic transmission (e.g., portable document format (PDF)) shall be deemed original signatures to be binding as originals for all purposes. View More
Miscellaneous. 10.1 A. Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Consultant is waiving ...the right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of its choice before signing this Agreement. B. Governing Law. This Agreement shall be governed by the laws of California Michigan without regard to Michigan's conflicts of law rules. 5 10.2 C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 D. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 For avoidance of doubt, this Agreement covers all prior consulting services provided by Consultant to the Company. 6 E. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 F. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if or delivered (i) when delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or courier service, (ii) three business days after mailing if mailed by U.S. registered or certified mail (return receipt requested), or (iii) when sent via by facsimile (with receipt of or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of complete transmission) transmission by the transmitting equipment, to the party at the party's address or facsimile number contact information written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If (i)If to the Company, to: Dermata Therapeutics, Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 (ii) If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 G. Attorneys' Fees. In any arbitration or court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 H. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then it shall be severed, and the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. I. Signatures. This Agreement may be executed signed in one or more two counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and with the same instrument. Facsimile signatures force and effectiveness as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed original signatures to have been duly and validly delivered and be valid and effective for all purposes. View More
Miscellaneous. 10.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties ...regarding the subject matter of this Agreement. 10.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If to the Company, to: Dermata Design Therapeutics, Inc. Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 991C Lomas Santa Fe #436 Solana Beach, CA 92075 If to Consultant, to: The address for notice on the signature page to this the Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by the Company. 6 of 8 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Company. 10.8 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed original signatures for all purposes. View More
Miscellaneous. (a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by Company on the date hereof. (b) Successors. This Warrant shall be binding upon any successors or assigns of Company. (c) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. (d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of an...y action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday. (e) Attorney's Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney's fees.View More
Miscellaneous. (a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof. (b) Successors. This Warrant shall be binding upon any successors or assigns of the Company. (c) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. (d) Saturdays, Sundays, Holidays. If the last or appointed day for the taki...ng of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, Delaware, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday. (e) Attorney's Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney's fees.View More
Miscellaneous. (a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by Company on the date hereof. (b) Successors. This Warrant shall be binding upon any successors or assigns of Company. (c) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. (d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of an...y action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, California, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or a legal holiday. (e) Attorney's Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney's fees.View More
Miscellaneous. (a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by Company on the date hereof. (b) Successors. This Warrant shall be binding upon any successors or assigns of Company. (c) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. (d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of an...y action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or a legal holiday. (e) Attorney's Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney's fees.View More
