Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Except as herein expressly amended, all terms, covenants and provisions of the Subject Documents are and shall remain in full force and effect and all references therein to such applicable Subject Document shall henceforth refer to such Subject Document as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Subject Documents. (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective suc...cessors and assigns. No third party beneficiaries are intended in connection with this Amendment. (c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT (AS AMENDED HEREBY) RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL. (d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party hereto or thereto either in the form of an 4 executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and the receipt by the Administrative Agent of a facsimile transmitted document purportedly bearing the signature of a Lender or the Borrowers shall bind such Lender or the Borrowers, respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Administrative Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Administrative Agent. (e) This Amendment, together with the Subject Documents, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect thereto. This Amendment may not be amended except in accordance with the provisions of Section 11.01 of the Credit Agreement (as amended hereby). (f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Subject Documents, respectively. (g) From and after the Amendment Effective Date, the Subject Documents are amended as set forth herein. Except as expressly amended pursuant hereto, the Subject Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects. This Amendment shall constitute a "Loan Document" under and as defined in the Credit Agreement. View More

Miscellaneous. (a)This Agreement shall not confer upon the Employee any right to continue as an employee of the Company or its Affiliates, nor shall this Agreement interfere in any way with the right of the Company or its Affiliates to terminate the employment of the Employee at any time.

Miscellaneous. (a) Entire Agreement / Merger. Executive and the Company acknowledge and agree that this Agreement constitutes the entire understanding between them relating to the employment of Executive by the Company, and supersedes all prior written and oral agreements and understandings with respect to the subject matter of this Agreement. 14 (b) Survival. Sections 4 through 16 hereof will survive and continue in full force and effect in accordance with their respective terms notwithstanding any terminatio...n of the Term and/or this Agreement. (c) Written Amendments. This Agreement may be amended only by a subsequent written agreement signed by Executive and the Company. (d) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their heirs, legatees, estates, successors, assigns and personal representatives. In no event may Executive assign any rights or duties under this Agreement to another person or entity. (e) No Waivers. No waiver by either party of or failure to assert any provision or condition of this Agreement or right to be exercised hereunder shall be deemed a waiver of such or similar or dissimilar provisions, conditions or rights. (f) Construction and Captions. No provision of this Agreement is to be interpreted for or against any party because that party's legal representatives drafted it. Captions are inserted for convenience of reference only and shall have no bearing on the interpretation of the Agreement's terms. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise. All references to the Company in any section of this Agreement relating to RSU Awards shall also include Holdings, as appropriate. (g) Severability. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative, in whole or in part, for any reason, by any court of competent jurisdiction, government authority, arbitrator or otherwise, such holding, declaration or pronouncement shall not effect adversely any other provision of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms. (h) Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. Facsimile, PDF, and electronic counterpart signatures to and versions of this Agreement will be acceptable and binding on the Parties. (i) Currency. Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars. View More

Miscellaneous. (a) Successors and Assigns. This Note shall be binding upon successors and assigns of the Borrower, and shall inure to the benefit of the successors and permitted assigns of the Holder. (b) Severability. The unenforceability or invalidity of any provision or provisions of this Note shall not render any other provision or provisions herein contained unenforceable or invalid. (c) Notice. Any notice or communication required to be given hereunder may be delivered by hand or deposited with an overni...ght courier (with overnight delivery instructions), if to the Borrower, to the address of the Borrower's corporate headquarters, and if to the Holder, to the last address of the Holder set forth in the Borrower's books and records. Notice shall be deemed given and received on the date sent if sent by personal delivery; and one (1) day after the date sent if sent by overnight courier. (d) Entire Agreement. This Note contains the entire and complete understanding between the parties concerning its subject matter and all representations, agreements, arrangements and understandings between or among the parties, whether oral or written, have been fully merged herein and are superseded thereby, except for representations, agreements, arrangements and understandings between or among the parties made pursuant to the Purchase Agreement and any other agreements entered into in connection therewith and herewith. This Note may be modified only by a writing signed by both parties. (e) Governing Law; Attorneys' Fees. This Note shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles regarding conflicts of law. Upon default, the breaching party agrees to pay to the non-breaching party reasonable attorneys' fees, plus all other reasonable expenses, incurred by the non-breaching party in exercising any of the non-breaching party's rights and remedies. (f) Jurisdiction. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Texas, Dallas County, and to the jurisdiction of the United States District Court for the State of Texas , for the purpose of any suit, action or other proceeding arising out of or based upon this Note; (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Note except in the state courts of the State of Texas, Dallas County, or the United States District Court for the State of Texas; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note or the subject matter hereof may not be enforced in or by such court. (g) Offset. The Holder agrees that the Borrower will have the right to offset any losses provided for in the Purchase Agreement against any sums payable hereunder to the Holder. (h) FINAL AGREEMENT. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF THE BORROWER AND THE HOLDER WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE BORROWER AND THE HOLDER. THERE ARE NO ORAL AGREEMENTS BETWEEN THE BORROWER AND THE HOLDER. (i) Subordination. By its acceptance hereof, the Holder agrees that the indebtedness evidenced by this Note, including the principal of and interest thereon, shall be subordinate to and subject in right of payment, to the extent hereinafter set forth, to the prior payment in full of all principal, interest and any other sums then due on all existing or future Senior Indebtedness of the Borrower. The term "Senior Indebtedness" shall mean secured and unsecured indebtedness of the Borrower, or with respect to which the Borrower is a guarantor, for money borrowed by the Borrower from any financial institution. View More

Miscellaneous. (a) Except as modified by this Amendment, no other changes or modifications to the Original Agreement are intended or implied. The Original Agreement and this Amendment shall be read and construed as one agreement. (b) This Amendment shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns. (c) This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall ...constitute one and the same instrument. When counterparts have been executed by all Parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document, and copies of such documents shall be deemed valid as originals. View More

Miscellaneous. 8.1 By accepting this Award, Grantee agrees that, if so requested by the Company or by the underwriters managing any underwritten offering of the Company's securities, the recipient will not, without the prior written consent of the Company or such underwriters, as the case may be, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares subject to any such Award during the Lock-up Period, as defined below. The "Lock-Up Period" shall mean a per...iod of time not exceeding 180 days or, if greater, such number of days as shall have been agreed to by each director and executive officer of the Company in a substantially similar lock-up agreement by which each such director and executive officer is bound. If requested by the Company or such underwriters, the Grantee will enter into an agreement with such underwriters consistent with the foregoing. 8.2 Any certificate representing Shares shall be subject to a legend in substantially the following form: "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTED STOCK AGREEMENT DATED [●]. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY BE OBTAINED FREE OF CHARGE FROM THE SECRETARY OF THE COMPANY." 8.3 Grantee hereby agrees to execute and deliver to the Secretary of the Company a stock power (endorsed in blank) hereto covering this Award and authorizes the Secretary to deliver to the Company for cancellation any and all Shares that are forfeited or withheld under the provisions of this Agreement. 8.4 Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee. 8.5 All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another. 8.6 This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. 8.7 This Agreement is and shall be subject in every respect to the provisions of the Plan, as amended from time to time, which is incorporated herein by reference and made a part hereof. 8.8 This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Grantee and one (1) to be retained by the Company. Date of Grant: APPLIED GENETIC TECHNOLOGIES CORPORATION By: Title: GRANTEE'S ACCEPTANCE The undersigned hereby accepts the grant of the Restricted Stock Award described in this Agreement and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 2013 Equity and Incentive Plan. GRANTEE Name: Address: Social Security Number: STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the Company a total of [●] shares of the Common Stock of the Company represented by stock certificate number [●] to be delivered herewith, and does hereby irrevocably constitute and appoint [●] as attorney to transfer said shares on the books of the Company with full power of substitution in the premises. Dated: Name: EX-10.26 6 d864197dex1026.htm EX-10.26 EX-10.26 Exhibit 10.26 APPLIED GENETIC TECHNOLOGIES CORPORATION EMPLOYEE'S RESTRICTED STOCK AGREEMENT 1. Restricted Stock Award. Applied Genetic Technologies Corporation (the "Company") has granted to [●] (the "Grantee"), a restricted stock award (the "Award"), pursuant to the Company's 2013 Equity and Incentive Plan (the "Plan"), of [●] shares (the "Shares") of common stock, $0.001 par value ("Common Stock"), of the Company, subject to the terms and conditions of this Agreement and the Plan. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Plan. View More

Miscellaneous. This Agreement, including its exhibit and schedule, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly au...thorized officer of the Company. No provision of this Agreement will be waived or discharged unless the waiver or discharge is agreed to in writing and signed by the waiving party. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any successive breach, other condition or provision or of the same condition or provision at another time. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties, and if such provision is held void or severed, then the remainder of this Agreement shall be interpreted so as best to give effect of the intent of the parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes. 263438610 v5 Page 8 If this Agreement is acceptable to you, please sign below and return the original to me. You have forty-five (45) calendar days to decide whether to accept this Agreement, and the Company's offer contained herein will automatically expire if you do not sign and return it within that timeframe. We wish you the best in your future endeavors. Sincerely, By: /s/ Christopher Lowe Chris Lowe COO & CFO I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT: /s/ Casey C. Lynch Casey C. Lynch Date: Feb 1, 2022 263438610 v5 EX-10.1 2 crtx-ex10_1.htm EX-10.1 EX-10.1 Exhibit 10.1 CORTEXYME, INC. February 1, 2022 Casey C. Lynch VIA EMAIL Dear Casey: This letter sets forth the substance of the separation agreement (the "Agreement") that Cortexyme, Inc. (the "Company") is offering to you to aid in your employment transition. View More

Miscellaneous. In the event of the litigation alleging breach of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys' fees. If any portion of this Agreement is found to be unenforceable, the Parties desire that all other portions that can be separated from it, or appropriately limited in scope, shall remain fully valid and enforceable. This Agreement may be executed in counterpart copies which taken together shall constitute one and the same agreement even though no one... copy bears the Parties' signatures. 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 J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, c/o Stifel, Nicolaus & Company, Incorporated,... 787 7th Avenue, 12th Floor, New York, NY 10019, to the attention of the General Counsel; c/o SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road, Atlanta, Georgia 30326. Notices to the Company shall be given to it at Q2 Holdings, Inc., 9430 Research Blvd., Austin, Texas 78750; Attention: General Counsel. Notices to the Selling Stockholders shall be given to the Attorney-in-Fact at c/o Q2 Holdings, Inc., 9430 Research Blvd., Austin, Texas 78750; Attention: General Counsel. (b) 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. (c) 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. (d) 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. (e) 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. View More

Miscellaneous. 19.1. Effect on Employment Status. This Plan shall not be deemed to constitute a contract of employment between the Company and any Participant, nor shall it interfere with the right of the Company to terminate the employment of any Participant and treat him or her without regard to the effect that such treatment might have upon him or her under this Plan. 19.2. Governing Law. This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of ...Delaware. 19.3. Electronic Documentation and Signatures. Any reference in the Plan to election or enrollment forms, notices, authorizations or any other document to be provided in writing shall include the provision of any such form, notice, authorization or document by electronic means, including through the Company's intranet, and any reference in the Plan to the signing of any document shall include the authentication of any such document provided in electronic form, in each case in accordance with procedures established by the Committee. -8- 19.4. Book-Entry and Electronic Transfer of Shares. Any reference in this Plan to the issuance or transfer of a stock certificate evidencing Shares shall be deemed to include, in the Committee's discretion, the issuance or transfer of such Shares in book-entry or electronic form. Uncertificated Shares shall be deemed delivered for all purposes of this Plan when the Company or its agent shall have provided to the recipient of the Shares a notice of issuance or transfer by electronic mail (with proof of receipt) or by United States mail, and have recorded the issuance or transfer in its records. 19.5. Registration of Share Accounts and Certificates. Any Share account contemplated by Section 10.3 and certificate to be issued to a Participant shall be registered in the name of the Participant, or jointly in the name of the Participant and another person, as the Participant may direct on an appropriate form filed with the Company or the agent. -9- EX-10.31 44 tm2111005d7_ex10-31.htm EXHIBIT 10.31 Exhibit 10.31 Appendix D MIROMATRIX MEDICAL INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Miromatrix Medical Inc. Employee Stock Purchase Plan (the "Plan") is to provide the employees of Miromatrix Medical Inc. (the "Company") and its participating subsidiaries with a convenient means of purchasing shares of the Company's common stock from time to time at a discount to market prices through the use of payroll deductions. The Company intends that the Plan shall qualify as an "employee stock purchase plan" under Section 423 of the Code. View More