Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) 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 BofA Securiti...es, Inc., 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020, Attention: High Grade Debt Capital Markets Transaction Management/Legal; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management. Notices to the Company shall be given to it at Keysight Technologies, Inc., 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, Attention: Treasurer, with a copy to Keysight Technologies, Inc., 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, Attention: General Counsel. (c) Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between or among the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (d) Governing Law. This Agreement and any matters related to this Notes Offering will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. (e) 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. 28 (f) 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. (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. (h) Submission to Jurisdiction; Jury Trial. The Company agrees, for itself and its affiliates, that any suit, action or proceeding arising in respect of this Agreement or our engagement brought by any party hereto will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of, and to venue in, any such court, and irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising in respect of this Agreement or the agreements of the parties hereunder in any such court and any defense of any inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. Each party hereto, for itself and its affiliates, agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth in Section 14(b) shall be effective service of process against such party for any suit, action or proceeding brought in any such court. (i) Jury Trial. Any right to trial by jury with respect to any suit, action or proceeding arising in connection with or as a result of either this Agreement or any matter referred to in this Agreement is hereby irrevocably and unconditionally waived by the Company and each of the Underwriters. View More

Miscellaneous. Section 10 of the Agreement is hereby incorporated into this Amendment mutatis mutandis.

Miscellaneous. (a) Notice hereunder shall be given to the Company at its principal place of business and shall be given to the Participant at the address 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 Award does not confer upon the Participant any rights with respect to continuation of service as an employee or director of the Company. EX-10.10 2 eprs-20151231ex10109e63d.htm EX-10.10 eprs_EX_10_10 Exhibit 10.10 EPIRUS BIOP...HARMACEUTICALS, INC ID: 04-3514457 699 Boylston St 8th Floor Boston, MA 02116 Notice of Grant of Award and Award Agreement <> Award Number: <> <

> Plan: 2015 Effective <>, you have been granted an award of <> restricted stock units. These units are restricted until the vest date(s) shown below, at which time you will receive shares of EPIRUS BIOPHARMACEUTICALS, INC (the Company) common stock. The current total value of the award is $<>. The award will vest in increments on the date(s) shown. Full Vest Shares Date << Vest Date Shares >> <> By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's Award Plan as amended and the Award Agreement, all of which are attached and made a part of this document. EPIRUS BIOPHARMACEUTICALS, INC Date <> Date AWARD AGREEMENT Granted Under the 2015 Equity Incentive Plan of EPIRUS Biopharmaceuticals, Inc. This agreement, together with the Notice of Grant of Award to which this agreement is attached (collectively, this "Agreement") governs the award (the "Award") of restricted stock units granted by EPIRUS Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), on the date listed on the Notice of Grant of Award (the "Grant Date") to the employee of the Company or its subsidiaries listed on the Notice of Grant of Award (the "Participant") pursuant to the EPIRUS Biopharmaceuticals, Inc. 2015 Equity Incentive Plan (as amended from time to time, the "Plan"). The Participant (i) hereby agrees to the terms of such Award, subject to the terms set forth in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows: 1. Effective Date. This Agreement shall take effect as of the date listed on the Grant Date. View More

Found in EPIRUS Biopharmaceuticals, Inc. contract

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Miscellaneous. (a) Notice hereunder shall be given to the Company at its principal place of business and shall be given to the Participant at the address 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 Award does not confer upon the Participant any rights with respect to continuation of service as an employee or director of the Company. EX-10.10 2 eprs-20151231ex10109e63d.htm EX-10.10 eprs_EX_10_10 EX-10.6 6 a2223738zex-10_...6.htm EX-10.6 Exhibit 10.10 10.6 EPIRUS BIOPHARMACEUTICALS, INC ID: 04-3514457 699 Boylston St 8th Floor Boston, MA 02116 Notice of Grant of Award and Award Agreement <> Award Number: <> <

> Plan: 2015 2004 Effective <>, you have been granted an award of <> restricted stock units. These units are restricted until the vest date(s) shown below, at which time you will receive shares of EPIRUS BIOPHARMACEUTICALS, INC (the Company) common stock. The current total value of the award is $<>. The award will vest in increments on the date(s) shown. Full Vest Shares Date << Vest Date Shares >> <> By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's Award Plan as amended and the Award Agreement, all of which are attached and made a part of this document. EPIRUS BIOPHARMACEUTICALS, INC Date <> Date AWARD AGREEMENT Granted Under the 2015 Equity Amended and Restated 2004 Incentive Plan of EPIRUS Biopharmaceuticals, Inc. CombinatoRx, Incorporated This agreement, together with the Notice of Grant of Award to which this agreement is attached (collectively, this "Agreement") governs the award (the "Award") of restricted stock units granted by EPIRUS Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), on the date listed on the Notice of Grant of Award (the "Grant Date") to the employee of the Company or its subsidiaries listed on the Notice of Grant of Award (the "Participant") pursuant to the EPIRUS Biopharmaceuticals, Inc. 2015 Equity CombinatoRx, Incorporated Amended and Restated 2004 Incentive Plan (as amended from time to time, the "Plan"). The Participant (i) hereby agrees to the terms of such Award, subject to the terms set forth in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows: 1. Effective Date. This Agreement shall take effect as of the date listed on the Grant Date. View More

Found in EPIRUS Biopharmaceuticals, Inc. contract

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Miscellaneous. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Stockholders or to limit the rights of the Stockholders to remove any Director. (b) The Corporation shall have the right to require, prior to the issuance or delivery of any shares of Common Stock pursuant to the Plan, payment by a Participant of any taxes required by law with respect to the issuance or delivery of such shares.

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 Representative c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk; with a copy to Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, N...Y 10018; Attention: Michael D. Maline, James Barri and Daniel A. Lang. Notices to the Company shall be given to it at Intrexon Corporation, 20358 Seneca Meadows Parkway, Germantown, Maryland 20876 (fax: (301) 556-9902); Attention: Donald P. Lehr; with a copy to Troutman Sanders LLP, Troutman Sanders Building, 1001 Haxall Point, 15th Floor, Richmond, VA 23219, Attention: John Owen Gwathmey. (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) Authority of the Representative. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. (d) 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. (e) 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. (f) 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. (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 left blank] 27 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) This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns. A-3 (b) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada (excluding any conflict of laws rule or principle of Nevada law that might refer the governance, construction, or interpretation of this Agreement to the laws of another state). (c) Any requests or notices to be given hereunder shall be deemed given, and any elections ...or exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three days after deposit thereof in the United States mail, registered, return receipt requested and postage prepaid, addressed, if to the Optionee, at Optionee's address shown in the Company's records and, if to the Company, to the executive offices of the Company, or at such other addresses that the parties provide to each other in accordance with the foregoing notice requirements. (d) This Agreement may not be modified except in writing executed by each of the parties to it. (e) Upon any exercise, vesting, or payment of any award under the Plan, the Company or one of its Subsidiaries shall have the right at its option to: (i) require the Optionee (or the Optionee's personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or (ii) deduct from any amount otherwise payable in cash to the Optionee (or the Optionee's personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to any cash payment. In any case where a tax is required to be withheld in connection with the delivery of shares of Stock under the Plan, the Administrator may in its sole discretion (subject to Section 8.1 of the Plan) grant (either on the Date of Grant or thereafter) to the Optionee the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment of an award. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. [Remainder of page intentionally blank. Signatures appear on the following page.] View More

Miscellaneous. If any term of this Release is held to be invalid, void or unenforceable, the remainder of this Release will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. This Release will be construed and interpreted in accordance with the laws of the State of New York (other than its choice-of-law provisions). This Release may be executed in counterparts, each of which will be considered an origi...nal, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. Agreed: TELARIA, INC. ADAM LICHSTEIN By: Date: Date: EXHIBIT B RELEASE 2 FORM OF GENERAL RELEASE [to be executed no earlier than the Transition End Date] I have entered into an agreement (the "Agreement") with Telaria, Inc. (the "Company") with respect to my separation from employment with the Company. In order to receive the benefits set forth in the Agreement, I have agreed to execute this General Release Agreement ("Release"). View More

Miscellaneous. (a) All notices required or permitted hereunder shall be given in writing by actual delivery or by Registered or Certified Mail (postage prepaid), at the following addresses or at such other places as shall be designated in writing: If to Executive: Valerie Kendall 400 East Bay Street, #805 Jacksonville, FL 32202 If to the Company or Bank: 100 North Laura Street, Suite 1000 Jacksonville, Florida 32202 Attention: Chairman of the Board 10 (b) If any provision of this Agreement shall be determined ...to be void by any court or arbitral authority of competent jurisdiction, then such determination shall not affect any provisions of this Agreement, all of which shall remain in full force and effect. (c) Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach by either party hereto. In the event of any action, suit or proceeding arising out of or related to this Agreement, the nonprevailing party shall reimburse the prevailing party for all reasonable attorneys' fees and costs incurred by the prevailing party in connection therewith. (d) This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. It may be modified or terminated only by a writing signed by the party against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought. (e) The recitals contained in this Agreement are expressly made a part hereof. Herein, references to any gender shall include all genders, and the singular shall include the plural and vice versa. The words "include", "including" and derivations thereof shall mean without limitation by reason of enumeration or otherwise. (f) This Agreement represents the entire understanding and agreement among the parties and supersedes any prior agreements or understandings with respect to the subject matter hereof. It is intended and agreed that the Company, the Bank and its direct and indirect subsidiaries are express beneficiaries of this Agreement and may enforce the provisions hereof to the same extent as the Bank. (g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. View More

Miscellaneous. 4.1 This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 1 4.2 This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties ...hereto. 4.3 The parties may not assign this Agreement and any of their rights, interests, or obligations hereunder without the consent of the other party. 4.4 This Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction. 4.5 This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. View More

Miscellaneous. (A) The laws of the State of Oklahoma will govern this Lease. If any provision of this Lease is held to be invalid or unenforceable, the validity and enforceability of the remaining portions of the Lease will not be affected thereby. (B) This Lease contains the entire agreement of the parties hereto and shall not be modified in any manner except by an instrument in writing signed by the parties hereto. (C) Any intention to create a joint venture or partnership relationship between Lessor and Les...see is hereby expressly disclaimed. (D) The covenants and agreements herein contained will inure to the benefit of, and be binding upon, the parties hereto, their respective heirs, legal representatives, successors and permitted assigns. 5 (E) This Lease may be executed in counterparts, which shall collectively constitute one original document. View More