Miscellaneous Contract Clauses (41,182)

Miscellaneous. a. Continuation. The MIPA, as modified and amended hereby, shall continue in full force and effect, and Buyer and Seller hereby ratify and confirm the MIPA as amended hereby. b. Amendments; No Waiver. This Amendment may not be amended except by an instrument in writing signed by all parties hereto. This Amendment shall not operate as a waiver of any covenant or provision of the Agreement. c. Counterparts/Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of ...which shall be deemed an original instrument, and all of which together shall constitute but one and the same instrument. Facsimile and electronic signatures are considered binding. d. Entire Agreement. The MIPA, as amended by this Amendment, shall constitute the entire understanding among the respective parties thereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. e. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. f. No Third-Party Beneficiaries. This Amendment is intended to benefit only the parties hereto and their respective permitted successors and assigns and this Amendment shall never be construed to benefit or create any rights in any person or entity not a party hereto. 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 Representative at Canaccord Genuity LLC, 99 High Street, Suite 1200, Boston, Massachusetts 02110; Attention Equity Capital Markets. Notices to the Company shall be given to it at Tyme Technologies, Inc., 17 Street, 7th Floor, New York, NY 10004...; Attention: Ben R. Taylor. (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. The provisions of Sections 9.02 (Notices, Etc. ); 9.03 (No Waiver; Remedies); 9.04 (Costs and Expenses) (except clauses (c) and (d) thereof); 9.08 (Confidentiality); 9.10 (Governing Law; Jurisdiction; Etc. ); 9.11 (Execution in Counterparts); 9.14 (Acknowledgement and Consent to Bail-In of Affected Financial Institutions); and 9.19 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment. This Amendment shall be a "Loan Document" for all purposes under the Cr...edit Agreement. View More

Miscellaneous. This letter agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts without regard to choice or conflict of law principles. In the event that any provision contained in this letter agreement is declared invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, and cannot be modified to be enforceable, excluding the general release language above, such provision shall immediately become null and void, leaving the remainder of th...is letter agreement in full force and effect. However, if any portion of the general release language is ruled to be unenforceable for any reason, this entire letter agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company intends this letter agreement to be a comprehensive statement of the terms of your separation. This letter agreement supersedes any prior understanding or statement made to you by the Company regarding your positions with the Company or your arrangements with the Company for the period after your separation. For the same reason, any modifications or waiver of the terms set forth in this letter agreement must be in writing and signed by you and by me on behalf of the Company. Please indicate your agreement to the terms of this letter agreement by signing and dating the last page of the enclosed copy of this letter agreement, and return it to me not later than the close of business on June 3, 2020, which you acknowledge to be more than twenty-one (21) days from the date of your receipt of this letter agreement. Sincerely, /s/ Kelly McInnis Kelly McInnis Director, Human Resources By signing this letter agreement, I acknowledge and agree that I understand the meaning of this letter agreement and that I freely and voluntarily enter into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and releases set forth herein. AGREED TO AND EXECUTED UNDER SEAL THIS 15th day of May, 2020. /s/ Joseph Wytanis Joseph Wytanis EX-10.1 2 zmtp_ex101.htm SEPERATION AGREEMENT zmtp_ex101 Exhibit 10.1 May 12, 2020 Via Email Joseph Wytanis Dear Joe: The purpose of this letter agreement is to set forth our mutual understanding and agreement with respect to your separation from employment with Zoom Telephonics, Inc. (the "Company"). In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows: 1. Separation from Employment. Your separation from employment shall be effective as of the close of business May 8, 2020 (your "Separation Date"), and you shall have relinquished as of that date any and all positions that you have held with the Company and any of its subsidiaries. You shall not be considered an employee of the Company for any purpose after that date. View More

Miscellaneous. 4.1. No Transfer of Covered Shares[; Lock-Up.] (a) Prior to the Expiration Time, the Shareholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, offer to transfer or consent to any transfer or enter into any con...tract, option or other agreement or understanding with respect to the transfer of any or all of the interest in such Shareholder's Covered Shares, or (ii) take any action or agree or commit to take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing in this Section 4.1(a) shall prohibit a transfer of Covered Shares (w) with the prior written consent of the Company, (x) to any member of the Shareholder's immediate family, or to a trust for the benefit of the Shareholder or any member of the Shareholder's immediate family, or otherwise for estate planning purposes, (y) by will or under the laws of intestacy upon the death of the Shareholder, (z) pursuant to a qualified domestic order, (aa) to any charitable organization or (bb) by Parent effecting a pre-arranged sell to cover exercise of a Parent restricted stock unit style option in which the Parent issues Parent Ordinary Shares to settle the sales of Parent ADSs made in order to pay the exercise price and other sale costs and to satisfy the Shareholder's tax withholding obligation upon the exercise of a Parent restricted stock unit style option, as permitted pursuant to the terms of any Parent Plan and (cc) any Shareholder that is an entity may transfer Covered Shares to any Affiliate of such Shareholder or to one or more partners or members of such Shareholder; provided, further, that a transfer referred to in the foregoing clauses of this sentence shall be permitted only if the transferee agrees in a written document, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement. (b) [At the Effective Time, the Shareholder shall enter into a Lock-Up Agreement in substantially the form attached hereto as Exhibit C.] 4.2. Non-Solicitation. From and after the date hereof until the Expiration Time, the Shareholder will not, and will not permit any entity under such Shareholder's control to, take any action that Parent is prohibited from taking pursuant to Section 5.4 of the Merger Agreement. 4.3. Further Assurances. From time to time, at Parent's or the Company's request and without further consideration, the Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement and the Merger Agreement. 4.4. Termination. This Agreement shall automatically terminate without further action by any of the Parties hereto and shall have no further force or effect as of the Expiration Time, provided that Section 4.6 shall continue until the earlier of the Effective Time and the valid termination of the Merger Agreement. 4.5. Capacity as a Shareholder. Notwithstanding anything in this Agreement to the contrary, the Shareholder signs this Agreement solely in the Shareholder's capacity as a shareholder of Parent, and not in any other capacity (including, if applicable, in such Shareholder's capacity as a director or officer of Parent) and this Agreement shall not limit or otherwise affect the actions or inactions of any Affiliate, representative or designee of the Shareholder or any of its Affiliates in his or her capacity, if applicable, as an officer or director of any other person. Nothing herein shall in any way restrict a Shareholder that is a director or officer of Parent in the taking of any actions (or failure to act) in his or her capacity as a director or officer of Parent if such action (or failure to act) would be inconsistent with the exercise of his or her fiduciary duties as a director or officer of Parent. 4.6. Other Miscellaneous Provisions. The following provisions of the Merger Agreement shall apply mutatis mutandis to this Agreement: Section 8.5 (Amendment), Section 9.2 (Notices), Section 9.4 (Governing Law), Section 9.6 (Counterparts and Signature), Section 9.9 (Enforcement) and Section 9.11 (Waiver of Jury Trial). View More

Miscellaneous. This Agreement shall be construed in accordance with the laws of the State of Louisiana. In the event that any claim for commission or finder's fee is brought by any person or entity whatsoever as a consequence of the transaction contemplated hereby and as a result of any action or omission of either SELLERS or PURCHASER (whichever party is alleged to have committed the act or omission which is the basis of such claim), then SELLERS (as to their prorata portion only) PURCHASER, as the case may b...e, shall hold harmless the other party against any loss, cost, or expense of any nature, including, but not limited to, court costs and reasonable attorneys' fees, arising as a consequence of such claim for the commission or fee. This Agreement contains the full and final agreement between the parties hereto with respect to the sale and purchase of the Land. No change or modification of this Agreement shall be valid unless the same is in writing and is signed by Purchaser, Sellers and all other co-owners of the Land. No waiver of any of the provisions of this Agreement shall be valid unless the same is in writing and is signed by the party against which it is sought to be enforced. This Agreement may be executed by facsimile or otherwise in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. Furthermore, this Agreement shall have no effect whatsoever on Sellers, Purchaser or any other co-owners until such time as this Agreement, containing the exact terms reflected herein, is executed by Sellers, Purchaser and all other co-owners of the Land. The "Effective Date" of this Agreement shall be the date on which the later of SELLERS, PURCHASER and all other co-owners execute this Agreement. EXHIBIT 10.1 19. CONDEMNATION. Until this transaction is closed and the deed delivered to PURCHASER, the risk of condemnation and any other loss to the Land or liability arising therefrom shall be borne by SELLERS, as to their prorata share only. In the event of condemnation, PURCHASER may, at its option, either (i) close the transaction and receive any proceeds awarded as a result of such condemnation, or (ii) terminate this Agreement. Unless specifically excepted herein, SELLERS warrants that it has no knowledge of, nor have they received any notification from any governmental agency or other institution concerning any pending public improvement or of the proposed exercise of, or offer to purchase under, the power of eminent domain relative to any part of the Land or requiring any alteration or other work thereon that has not been satisfactorily made. This warranty shall survive the delivery of the deed hereunder. View More

Miscellaneous. (a) THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. (b) This Award shall be binding upon and inure to the benefit of the Company and its successors and assigns. (c) The granting of this Award shall not give the Grantee any rights to similar grants in future years. (d) If any term or provision of this Award should be invalid or unenforceable, such provision shall be severed from this Aw...ard, and all other terms and provisions hereof shall remain in full force and effect. 4 Exhibit 10.2 (e) This Award, including the relevant provisions of the Plan, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject hereof. This Award may not be amended, except by an instrument in writing signed by the Company and the Grantee. (f) This Award may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. By accepting this Award through the online acceptance procedures set forth at www.shareworks.com, the Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. 5 EX-10.2 3 jone-20180930ex1022086cb.htm EX-10.2 jone_Ex10_2 Exhibit 10.2 EMPLOYEE CASH AWARD AGREEMENT Under the JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLAN (As Amended and Restated May 4, 2016) THIS EMPLOYEE CASH AWARD AGREEMENT (this "Award") is made as of [______] (the "Grant Date"), by and between Jones Energy, Inc., a Delaware corporation (the "Company"), and [_________] (the "Grantee"). W I T N E S S E T H: WHEREAS, pursuant to the Jones Energy, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 4, 2016 (the "Plan"), the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") has determined that it would be in the interest of the Company and its stockholders to grant a cash award, as provided herein, in order to encourage the Grantee to remain in the employ of the Company or its Subsidiaries and to stimulate the active interest of the Grantee in the development and financial success of the Company. NOW THEREFORE, the Company grants a cash award to the Grantee, subject to the following terms and conditions of this Award: 1. Grant of Cash Award. Subject to the terms and conditions contained herein, including, but not limited to, the restrictions in Sections 3 and 4 of this Award, the Company hereby grants to the Grantee a cash award of $[_____] (the "Cash Award") under the Plan. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Plan. View More

Miscellaneous. By its acceptance hereof, each Loan Party hereby represents that it has the necessary power and authority to execute, deliver, and perform the undertakings contained herein, and that this Agreement constitutes the valid and binding obligation of such Loan Party enforceable against it in accordance with its terms. Any provision of this Agreement held invalid, illegal, or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, ...or unenforceability without affecting the validity, legality, and enforceability of the remaining provision hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto hereby acknowledge and agree that this Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. Unless otherwise expressly stated herein, the provisions of this Agreement shall survive the termination of the Standstill Period. This Agreement may be executed in counterparts and by different parties on separate counterpart signature pages, each of which constitutes an original and all of which taken together constitute one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a "PDF" file) shall be effective as delivery of a manually executed counterpart hereof. The provisions contained in Sections 14.09 (Governing Law), 14.10 (Jurisdiction; Service of Process and Venue) and 14.11 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference, mutatis mutandis. View More

Miscellaneous. This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with Page 6 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 authorized... officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. 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. 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. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and electronic or facsimile signatures will suffice as original signatures. If this Agreement is acceptable to you, please sign below and return the original to me. You have twenty-one (21) 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. Sincerely, By: /s/ Patrick Archambault Patrick Archambault Chief Financial Officer I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT: /s/ Kevin Kennedy Kevin Kennedy December 9, 2022 Date EXHIBIT A EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT EX-10.1 2 d425268dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 December 9, 2022 Kevin Kennedy VIA EMAIL/DOCUSIGN Dear Kevin: This letter sets forth the substance of the separation agreement (the "Agreement") that Quanergy Systems, Inc. (the "Company") is offering to you. View More

Miscellaneous. (a) This Amendment, and all claims and causes of action arising out of, based upon, or related to this Amendment or the negotiation, execution or performance hereof, shall be 2 governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware, except and only to the extent that the IBCA and IMETA mandatorily... apply. (b) This Amendment is for the sole benefit of the Parties and their permitted assigns and respective successors, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Amendment. (c) The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. (d) This Amendment may be executed by facsimile and in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and which shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by facsimile or otherwise) to the other Parties. (e) This Amendment, together with the Merger Agreement (as amended by this Amendment) and the Exhibits, and Company Disclosure Schedule to the Merger Agreement, and the other instruments delivered pursuant to the Merger Agreement and the Confidentiality Agreement (collectively, the "Transaction Documents"), constitute the entire agreement of the Parties and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. View More