Miscellaneous Contract Clauses (41,182)

Miscellaneous. The Original Agreement and this First Amendment contain the entire understanding of the Company and Executive with respect to the subject matter hereof, and supersede all prior representations, agreements and understandings relating to the subject matter hereof. In the event of an inconsistency between the terms of the Original Agreement and this First Amendment with respect to the matters the subject matter hereof, this First Amendment will govern. Except as explicitly amended by this First Ame...ndment, the Original Agreement shall remain in full force and effect and are not altered in anyway. View More

Miscellaneous. 12.1Governing Law. 12.2Prior Agreements. 12.4Tax Treatment. 12.5Amendments. 12.6No Waiver. 12.7Severability. 12.8Attorneys' Fees.

Miscellaneous. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. (b) Governing Law. This Agreement and all rights and obligations hereunder shall be construed in accordance with the Plan and governed by the laws of the State of Minnesota. (c) Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the grant of this Award and the administration of the Plan and supersede all ...prior agreements, arrangements, plans and understandings relating to the grant of this Award and the administration of the Plan. (d) Amendment and Waiver. This Agreement may be amended, waived, modified or canceled by the Committee at any time, provided that all such amendments, waivers, modifications or cancellations shall comply with and not be prohibited by the provisions of the Plan, and any amendment, waiver, modification or cancellation that has an adverse effect on Grantee's rights under this Agreement shall be with Grantee's consent in a written instrument executed by Grantee and the Company. (e) Counterparts. 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. View More

Miscellaneous. This Amendment (a) shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania; and (b) may only be amended or modified pursuant to a writing signed by the parties hereto. If any provision hereof is in conflict with any statute or rule of law of the Commonwealth of Pennsylvania or any other statute or rule of law of any other applicable jurisdiction or is otherwise unenforceable, such provisions shall be deemed null and void only to the extent of such conflict... or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Agreement. View More

Miscellaneous. This Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Grantee. No contract or right of employment shall be implied by this Agreement, nor shall this Agreement interfere with or restrict in any way the rights of the Grantee's employer to discharge the Grantee at any ...time for any reason whatsoever, with or without cause. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated Performance-Based Shares. This Award along with all other Awards received by the Grantee (including any proceeds, gains or other economic benefit actually or constructively received by the Grantee upon any receipt or exercise of any Award) shall be subject to the provisions of the Company's claw-back policy as set forth in Section 10 of the Company's Code of Business Conduct and Ethics (as amended from time to time) including any amendments of such claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. 5 EXECUTION PAGE OF RESTRICTED STOCK AWARD AGREEMENT 10. Certain Additional Information. This Section 10 sets forth certain information referred to in Section 3 of this Agreement. For purposes of this Agreement, three-year average ROIC shall be expressed as follows: Three-Year Average ROIC = ( ( NOPAT (FY17) Invested Capital (FY17) ) + ( NOPAT (FY18) Invested Capital (FY18) ) + ( NOPAT (FY19) Invested Capital (FY19) ) ) ÷ 3 Performance-Based Award Vesting Schedule 3–Year Average ROIC 2/28/16 – 3/2/19 (FY17 – FY19) Percent of Target Performance-Based Shares Vested Less than ____% 0% *____% - ____% 50% - 74% *____% - ____% 75% - 99% *____% - ____% 100% - 124% *____% - ____% 125% - 149% *____% - ____% 150% - 174 % *____% - ____% 175% - 199% ____ %+ 200% *Vesting of shares between the minimum and maximum three-year average ROIC targets in each band shall be interpolated. For example, if three-year average ROIC is ___%, then 62% of the Target Performance-Based Shares would vest. If three-year average ROIC is ___%, then 162% of the Target Performance-Based Shares would vest. View More

Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Company Avenue Therapeutics, Inc. 2 Gansevoort Street, 9th Floor New York, New York 10014 with a copy to Alston & Bird LLP 90 Park Avenue New York, New York 10016 Attention: Mark F. McElreath, Esq. Matthew W. Mamak, Esq. (ii) to the Underwriters Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida... 33716 Attention: Managing Director, Legal with a copy to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017 Attention: Ivan K. Blumenthal, Esq. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its directors and officers. View More

Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all prior agreements and understandings whatsoever relating to such matters and transactions. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sough...t. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof. View More

Miscellaneous. 7.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Oregon, without regard to the choice of law principles applied in the courts of such state. 7.2 Severability. If any provision or provisions of this Agreement are found to be unenforceable, the remaining provisions shall nevertheless be enforceable and shall be construed as if the unenforceable provisions were deleted. 7.3 Entire Agreement. This Agreement constitutes the entire agreement between t...he parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements between the Company and the Employee relating to the subject matter hereof. 7.4 Amendment. This Agreement may be amended or modified only by written consent of the Company and the Employee. 7.5 Assignment. The Employee may not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. View More

Miscellaneous. Any reference in the Purchase Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import shall hereafter be deemed to refer to the Purchase Agreement as hereby amended. Except as expressly amended herein, the parties hereby agree and acknowledge that all of the terms and provisions set forth in the Purchase Agreement remain in full force and effect in all respects. To the extent of any inconsistency between the provisions of this Amendment and the provisions of the Pu...rchase Agreement, the terms of this Amendment shall govern. This Amendment shall be governed and construed in accordance with the Purchase Agreement. View More

Miscellaneous. (a) Maker (i) waives diligence, demand, presentment, protest and notice of any kind, (ii) agrees that it will not be necessary for any holder hereof to first institute suit in order to enforce payment of this Note and (iii) consents to any one or more extensions or postponements of time of payment, release, surrender or substitution of collateral security or forbearance or other indulgence, without notice or consent. The pleading of any statute of limitations as a defense to any demand against M...aker is expressly hereby waived. (b) All payments shall be made into such account or accounts as the Payee may from time to time specify for that purpose. All payments to be made to the Payee under this Note shall be made free and clear of and without deduction for or on account of any tax, withholding, charges, set-off or counterclaim. (c) All notices, demands, requests and other communications required or otherwise given under this Note shall be in writing and shall be deemed to have been duly given if: (i) delivered by hand against written receipt therefor, (ii) forwarded by a third party company or governmental entity providing delivery services in the ordinary course of business which guarantees delivery the following business day, (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, or (iv) transmitted by facsimile transmission electronically confirmed for receipt, in full, by the other party no later than 5:00 pm, local time, on the date of transmission, to the address first above written, or at such other address as such party shall have furnished to each of the other parties hereto in accordance with this Section 7(c). Each such notice, demand, request or other communication shall be deemed given (i) on the date of such delivery by hand, (ii) on the first business day following the date of such delivery to the overnight delivery service or facsimile transmission, or (iii) three (3) business days following such mailing. 2 (d) The provisions of this Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the party to be charged, nor shall any waiver be applicable except in the specific instance for which it is given. (e) This Note shall be governed by and construed, and all rights and obligations hereunder determined, in accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof and shall be binding upon the successors and assigns of Maker and inure to the benefit of the Payee, its successors, endorsees and assigns. (f) If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions shall in no way be affected thereby. (g) Whenever used herein, the terms "Maker" and "Payee" shall be deemed to include their respective successors and permitted assigns. View More