Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Notice. In the event of any amendment, suspension or termination of this Repurchase Program pursuant to Section 10(b) or Section 11 hereof, as the case may be, the Company shall provide written notice to its stockholders at least thirty (30) days prior to the effective date of the amendment, suspension or termination. In addition, the Company shall disclose the amendment, suspension or termination in a report filed by the Company with the Securities and Exchange Commission on either Form 8-K..., Form 10-Q or Form 10-K, or any successor forms, as appropriate. (b) Liability. Subject to the limitations contained in the Company's articles of incorporation, as amended, neither the Company nor DST shall have any liability to any stockholder for the value of the Shares presented for repurchase, the repurchase price of the Shares or for any damages resulting from the presentation of Shares for repurchase or the repurchase of Shares under this Repurchase Program or from the Company's determination not to repurchase Shares under this Repurchase Program, except as a result of the Company's or DST's negligence, misconduct or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims that a stockholder may have under federal or state securities laws. (c) Taxes. Stockholders shall have sole responsibility and liability for the payment of all taxes, assessments and other applicable obligations resulting from the repurchase of Shares pursuant to this Repurchase Program and neither the Company nor DST shall have any such responsibility or liability. 6 8113008 Exhibit 4.1 (d) Administration and Costs. DST shall perform all recordkeeping and other administrative functions involved in operating and maintaining the Repurchase Program. The Company shall bear all costs involved in organizing, administering and maintaining this Repurchase Program. No fees will be paid to the Company's sponsor, its business manager, its directors or any of their affiliates in connection with the repurchase of Shares by the Company pursuant to this Repurchase Program. 7 8113008 EX-4.1 2 ck0001528985-ex41_7.htm EX-4.1 ck0001528985-ex41_7.htm Exhibit 4.1 INLAND REAL ESTATE INCOME TRUST, INC. FOURTH AMENDED AND RESTATED SHARE REPURCHASE PROGRAM The Board of Directors (the "Board") of Inland Real Estate Income Trust, Inc., a Maryland corporation (the "Company"), has adopted this Fourth Amended and Restated Share Repurchase Program (this "Repurchase Program") to permit and authorize the Company to repurchase shares of its common stock, par value $0.001 per share (the "Shares"), subject to the terms, conditions and limitations set forth herein. The terms on which the Company may repurchase Shares may differ between repurchases upon the death or "Qualifying Disability" (as hereinafter defined) of a beneficial owner of Shares ("Exceptional Repurchases") and all other repurchases ("Ordinary Repurchases"). The effective date of this Repurchase Program is August 12, 2021. View More

Miscellaneous. Notices hereunder shall be mailed or delivered to the Company at its principal place of business, 2900 Eisenhower Avenue, Suite 300, Alexandria, Virginia 22314, Attention: Director of Compensation and Benefits, and shall be mailed or delivered to Optionee at his address set forth in the Company's records, or in either case at such other address as one party may subsequently furnish to the other party in writing. This Option shall be governed by the laws of the State of Maryland, except to the ex...tent such law is preempted by federal law. [End of Text] EX-10.26 5 a2213127zex-10_26.htm EX-10.26 EXHIBIT 10.26 AVALONBAY COMMUNITIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (1994 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED) Pursuant to the AvalonBay Communities, Inc. 1994 Stock Incentive Plan, as amended and restated (the "Plan"), AvalonBay Communities, Inc. (the "Company") hereby grants to the Optionee named below an Option to purchase up to the number of shares of the Company's Common Stock, par value $.01 per share ("Common Stock") set forth below. This option is subject to all of the terms and conditions as set forth herein, in the Non-Qualified Stock Option Agreement Terms (the "Terms") which are attached hereto and incorporated herein in their entirety, and in the Plan. Capitalized terms used but not defined herein or in the Terms shall have the respective meanings ascribed thereto in the Plan. Non-Qualified Stock Option: This Option does not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and consequently shall be treated as a non-qualified stock option for tax purposes. Vesting Schedule: Subject to the provisions of Section 4 and 6 of the Terms and the discretion of the Company to accelerate the vesting schedule, one third of this option shall become vested and exercisable on each of the first three anniversary dates of this award. In any event this Option shall become fully vested and exercisable with respect to all of the Option Shares three years after the date hereof. Additional Terms/Acknowledgements: The undersigned Optionee acknowledges receipt of, and understands and agrees to, this Non-Qualified Stock Option Agreement, including, without limitation, the Terms. Optionee further acknowledges receipt of a copy of the Plan. Optionee further acknowledges that as of the Date of Grant, this Non-Qualified Stock Option Agreement, including, without limitation, the Terms, and the Plan set forth the entire understanding between Optionee and the Company regarding the Options described herein and supersede all prior oral and written agreements on that subject. ATTACHMENT: Non-qualified Stock Option Agreement Terms 1 AVALONBAY COMMUNITIES, INC. 1994 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT TERMS 1. Vested Option Shares. Subject to Section 4, when this Option is vested with respect to any of the Option Shares, this Option shall continue to be exercisable with respect to such Option Shares ("Vested Option Shares") at any time or times prior to the Expiration Date. View More

Miscellaneous. (a) Notices. All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be in writing and shall be delivered either in person, reliable overnight courier service or electronic mail. Notices shall be sent to the following addresses: If to FOMO: If to Advisor: FOMO CORP. John Kelly 1 E Erie St, Ste 525 Unit #2250 7910 Wrenwood Blvd. Suite B Chicago, IL 60611 Baton Rouge LA 70809 Attn: Vik Grover, CEO Attn: KELLYJOHN KELLY Email: vikgrover@co...mcast.net Email: john@ppesourceinternational.com Each party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such party are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier or electronic mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on the return receipt, if delivered by postal service, postage prepaid. (b) Entire Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties' understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless embodied in a written instrument executed by both of the parties. (c) Waiver of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach. (d) Assignability. Neither Advisor nor FOMO may assign this Agreement or any rights hereunder, to any person or entity. www.fomoworldwide.com (e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural laws of the state of Illinois without regard to the conflict of laws rules of that or any other jurisdiction. The sole and exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in Illinois, unless the Parties mutually agree to resolve any and all matters through arbitration. The parties consent to the personal jurisdiction and venue of such courts or agreed arbitration and further consent that any process, notice of motion or other application to either such court or a judge thereof may be served outside the state of Illinois by registered or certified mail or by personal service, provided that a reasonable time for appearance is allowed. (f) Interpretation and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or against any party on account of its participation in the drafting hereof. View More

Miscellaneous. a. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to principles of conflict of laws. Except as provided in Sections 12 and 15, any suit brought hereon shall be brought in the state or federal courts sitting in Las Vegas, Nevada, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and con...sents to service of process in any manner authorized by Nevada law. b. All notices and other communications under this Agreement shall be in writing and shall be given by hand to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: IF TO THE EXECUTIVE: Matthew Flandermeyerc/o Golden Entertainment, Inc. 6595 S. Jones BoulevardLas Vegas, Nevada 89118 12 IF TO THE COMPANY: Golden Entertainment, Inc.Attn: Chief Executive Officer6595 S. Jones BoulevardLas Vegas, Nevada 89118 or to such other address as either party furnishes to the other in writing in accordance with this Section 19(b). Notices and communications shall be effective when actually received by the addressee. c. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with the law. d. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations. e. The Executive's or the Company's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. f. This Agreement may be executed in several counterparts, each of which shall be deemed original, and said counterparts shall constitute but one and the same instrument. g. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" shall include any corporation, firm, partnership or other form of association. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. h. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement. View More

Miscellaneous. (a) Notice of Certain Events. In the case of the occurrence of a Reorganization described in Section 7 of this Debenture, the Company shall cause to be mailed to the Holder of this Debenture at its last address as it appears in the Company's security registry, at least twenty (20) days prior to the applicable record, effective or expiration date hereinafter specified (or, if such twenty (20) days' notice is not possible, at the earliest possible date prior to any such record, effective or expira...tion date), a notice thereof, including, if applicable, a statement of the date on which such Reorganization is expected to become effective, and the date as of which it is expected that holders of record of the shares will be entitled to exchange their shares for securities, cash or other property deliverable upon such Reorganization. (b) Transmittal of Notices. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally, or sent by telecopier machine or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally, or by telecopier machine or overnight courier service as follows: (1)If to the Holder, to: M2 Equity Partners 31 Water Street [insert address and phone] Floor 2 Excelsior, MN 55331 9 (2)If to the Company, to: Driven Deliveries, Inc. [insert address and phone] With a copy to: Robert Diener Law Offices of Robert Diener 41 Ulua Place Haiku, HI 96708 Phone (808) 573-6163 Fax 310-362-8887 Each of the Holder or the Company may change the foregoing address by notice given pursuant to this Section 26(b). (c) Attorneys' Fees. Should any party hereto employ an attorney for the purpose of enforcing or construing this Debenture, or any judgment based on this Debenture, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys' fees and all reasonable costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The "prevailing party" means the party determined by the court to most nearly prevail and not necessarily the one in whose favor a judgment is rendered. View More

Miscellaneous. A. Governing Law. This Agreement shall be governed by the laws of California without regard to California's conflicts of law rules. B. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, transfer, assign or delegate any rights, responsibilities or obligations under this Agreement. C. 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 ora...l agreements between the parties regarding the subject matter of this Agreement. D. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. E. 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 courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via e-mail (with receipt of confirmation of complete transmission) to the party at the party's address or e-mail address written below or at such other address or e-mail address as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 11(E). (1) If to the Company, to: 16640 Stagg Street, Van Nuys, California 91406 Attention: Legal Department Telephone: (818) 734-5300 Facsimile: (818) 734-5320 (2) 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 the Company. F. 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. View More

Miscellaneous. This Agreement may not be modified or amended by either you or the Company, and no breach or provision shall be deemed to be waived by the Company, unless agreed to in writing by you and the Chairperson of the Board or other person designated by the Board. This Agreement may be executed in two or more counterparts, including by the use of PDFs, each of which shall be an original and all of which together shall constitute one and the same instrument. Remainder of Page Left Intentionally Blank 5 P...lease indicate your acceptance of this offer by signing below and returning a copy of this letter and the signed Restrictive Covenant Agreement. REFORM BIOLOGICS, INC. By: /s/ James Sherblom Name: James Sherblom Title: Chairman I have read and accept this employment offer: Jeffrey S. Hackman Signature Page to Offer Letter Please indicate your acceptance of this offer by signing below and returning a copy of this letter and the signed Restrictive Covenant Agreement. REFORM BIOLOGICS, INC. By: Name: James Sherblom Title: Chairman I have read and accept this employment offer: /s/ Jeffrey S. Hackman Jeffrey S. Hackman Signature Page to Offer Letter Exhibit A Pre-Authorized Outside Activities None Exhibit B Restrictive Covenant Agreement Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement In consideration and as a condition of my employment by ReForm Biologics, Inc. ("ReForm" and, together with its subsidiaries and other affiliates and its and their successors and assigns, the "Company"), and in exchange for, among other things, the agreement of ReForm to issue me an option to purchase shares of common stock, par value $.001, of ReForm, which I acknowledge and agree is fair and reasonable consideration which is independent from the commencement or continuation of my employment, I enter into this Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement (this "Agreement") and agree as follows: 1. Proprietary Information. I agree that all information, whether or not in writing, concerning the Company's business, technology, business relationships or financial affairs that the Company has not released to the general public (collectively, "Proprietary Information") and all tangible embodiments thereof are and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material that has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer or business partner identities or other information about customers, business partners, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational, technological and scientific information, including plans, specifications, manuals, forms, templates, software, pre-clinical and clinical testing data and strategies, research and development strategies, designs, methods, procedures, formulae, data, reports, discoveries, inventions, improvements, concepts, ideas, know-how and trade secrets, and other Developments (as defined below); and (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, performance evaluations and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company from its customers, suppliers, business partners or other third parties. View More

Miscellaneous. (a)Except as expressly provided in this Amendment No. 3, the Credit Documents in existence prior to the date hereof shall remain unmodified and in full force and effect. (b)From and after the date hereof, all references to the Credit Agreement in the Credit Documents shall be deemed references to the Credit Agreement as amended and supplemented by this Amendment No.

Miscellaneous. (a) This Agreement contains the entire understanding between the parties hereto concerning the subject matter hereof. Only an instrument in writing executed by the parties hereto may amend this Agreement. (b) This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. (c) This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of the successor or successors of Magellan whether by merger, consolidation or oth...erwise. (d) Any notice to be given pursuant to the terms of this Agreement shall be in writing and delivered by hand or sent by registered or certified mail to such party at such party's address set forth above or to such other address or to the attention of such other person as any party has specified by prior written notice to the other party. (e) A party's waiver of a breach of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach of this Agreement by such other party. No waiver shall be valid unless in writing and signed respectively by an authorized officer of Magellan and Carson. 3 (f) Carson acknowledges that his services are unique and personal. Accordingly, Carson shall not assign his rights or delegate his duties or obligations under this Agreement. (g) Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. View More

Miscellaneous. a. Effect on Existing Equity Agreements. This Agreement shall supersede the Equity Agreements with respect to the subject matter hereof. The Equity Agreements shall otherwise remain in full force and effect with respect to any subject matter not covered by this Agreement. b. Successors. This Agreement is personal to Director and, without the prior written consent of the Company, shall not be assignable by Director. Notwithstanding the foregoing, in the event of the Director's death following the... Departure Date, this Agreement shall remain in full force and effect and the personal representative of the Director's estate shall be entitled to exercise any Equity Interest consisting of a stock option or other exercisable Equity Interest in accordance with Section 2 of this Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. Amendment; Waiver; Survival. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Director and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. d. Governing Law and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. The sole and exclusive venue for any actions filed with a court shall be the state or Federal courts located in San Diego County, California. e. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. f. Counterparts. This Agreement 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. g. Entire Agreement. This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Director, or any representative of the Company or Director, with respect to the subject matter hereof. The undersigned do hereby agree to be bound by the terms and conditions of this Agreement. ALPHATEC HOLDINGS, INC. R. IAN MOLSON By: /s/ Patrick S. Miles By: /s/ R. Ian Molson Name: Patrick S. Miles Name: R. Ian Molson Title: Chairman & CEO Exhibit A Equity Agreements Agreement Date Agreement Type Shares Exercise Price Vested Shares Unvested Shares 7/31/2008 NQ Option 625 $ 57.36 625 0 8/04/2009 NQ Option 625 $ 53.40 625 0 11/04/2010 NQ Option 625 $ 27.72 625 0 11/04/2010 NQ Option 1,714 $ 27.72 1,714 0 7/27/2011 NQ Option 2,083 $ 34.32 2,083 0 7/25/2012 NQ Option 1,764 $ 20.28 1,764 0 7/26/2013 NQ Option 1,674 $ 28.44 1,674 0 7/29/2014 NQ Option 3,188 $ 16.08 3,188 0 2/25/2015 NQ Option 3,401 $ 16.20 3,401 0 12/12/2016 NQ Option 16,324 $ 4.43 16,324 0 4/25/2017 NQ Option 28,090 $ 1.98 7,023 21,067 4/25/2017 Restricted Stock 18,939 N/A 4,735 14,204 EX-10.1 2 d588189dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 VESTING ACCELERATION AGREEMENT THIS VESTING ACCELERATION AGREEMENT (this "Agreement"), dated as of May 17, 2018 (the "Effective Date"), is entered into by and between Alphatec Holdings, Inc. (the "Company"), and R. Ian Molson ("Director"). WHEREAS, the Company and Director currently are parties to several agreements related to the Company's equity that are listed on Exhibit A (the "Equity Agreements"); and WHEREAS, the Company has agreed to modify the Equity Agreements as set forth in this Agreement following the departure of the Director from the Company's Board of Directors. NOW THEREFORE, for consideration duly given, the undersigned agree to the following: 1. Accelerated Vesting of Equity Agreements. As of May 17, 2018 (the "Departure Date"), all outstanding options to purchase Company common stock and any restricted stock (each separate award is an "Equity Interest") held by Director as of the Effective Date shall become vested and exercisable on the Departure Date. View More