Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. This Note may not be changed, altered, modified or terminated orally, but only by an agreement or discharge in writing and signed by Maker and by Payee. This Note shall be governed as to validity, construction, enforcement and in all other respects by the laws of the State of Delaware. The terms of this Note shall be binding upon the successors and assigns of Maker and shall inure to the benefit of the successors and assigns of Payee.
Miscellaneous. This Note may not be changed, altered, modified or terminated orally, but only by an agreement or discharge in writing and signed by Maker and by Payee. This Note shall be governed as to validity, construction, enforcement and in all other respects by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The terms of this Note shall be binding u...pon the successors and assigns of Maker and shall inure to the benefit of the successors and assigns of Payee. (Signatures appear on the following page.) View More
Miscellaneous. If any provisions of this Note shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof. This Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law of conflicts. This Note shall be binding upon Borrower and upon Borrower's successors and assigns and shall benefit Bank and its successors and assigns. The prompt and faithful performanc...e of all of Borrower's obligations hereunder, including without limitation, time of payment, is of the essence of this Note.View More
Miscellaneous. If any provisions of this Revolver Note shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof. This Revolver Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law of conflicts. This Revolver Note shall be binding upon Borrower and upon Borrower's successors and assigns and shall benefit Bank and its successors and assigns. The pro...mpt and faithful performance of all of Borrower's obligations hereunder, including without limitation, time of payment, is of the essence of this Revolver Note. View More
Miscellaneous. (a) Any provision of this Safe may be amended, waived or modified by written consent of the Company and the Investor. (b) Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address listed on the sign...ature page, as subsequently modified by written notice. (c) The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of equity securities for any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company, FGS or FLPS equity holder or rights to vote for the election of any directors or managers thereof, or on any matter submitted to equity holders of the Company, FGS or FLPS, or to give or withhold consent to any action or to receive notice of meetings, until such FGS Stock or FLPS Equity has been issued on the terms described in Section 1. (d) Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the Company's consent by the Investor (i) to the Investor's estate, heirs, executors, administrators, guardians and/or successors in the event of Investor's death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign this Safe in whole, without the consent of the Investor, in connection with a reincorporation to change the Company's domicile. (e) In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively operate to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. (f) All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.View More
Miscellaneous. (a) Any provision of this Safe may be amended, waived or modified by written consent of the Company and either (i) the Investor. Investor or (ii) the majority-in-interest of all then-outstanding Safes entered into on or about the same Effective Date as this Safe, provided that with respect to clause (ii): (A) the Purchase Amount may not be amended, waived or modified in this manner, (B) the consent of the Investor and each holder of such Safes must be solicited (even if not obtained), and (C) su...ch amendment, waiver or modification treats all such holders in the same manner. "Majority-in-interest" refers to the holders of the applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes. (b) Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address listed on the signature page, as subsequently modified by written notice. (c) The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of equity securities Common Stock for any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company, FGS or FLPS equity holder Company stockholder or rights to vote for the election of any directors or managers thereof, or on any matter submitted to equity holders of the Company, FGS or FLPS, Company stockholders, or to give or withhold consent to any corporate action or to receive notice of meetings, until such FGS Stock or FLPS Equity has shares have been issued on the terms described in Section 1. However, if the Company pays a dividend on outstanding shares of Common Stock (that is not payable in shares of Common Stock) while this Safe is outstanding, the Company will pay the Dividend Amount to the Investor at the same time. (d) Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the Company's consent by the Investor (i) to the Investor's estate, heirs, executors, administrators, guardians and/or successors in the event of Investor's death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign this Safe in whole, without the consent of the Investor, in connection with a reincorporation to change the Company's domicile. -7- (e) In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively operate to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. (f) All rights and obligations hereunder will be governed by the laws of the State of Delaware, California, without regard to the conflicts of law provisions of such jurisdiction. (g) The parties acknowledge and agree that for United States federal and state income tax purposes this Safe is, and at all times has been, intended to be characterized as stock, and more particularly as common stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the Internal Revenue Code of 1986, as amended. Accordingly, the parties agree to treat this Safe consistent with the foregoing intent for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or other informational statements). (g) The Company shall make available the information rights to Investor on the terms and conditions set forth in the excerpt from that certain Investor Rights Agreement, by and among the Company and certain investors thereto, as attached hereto as Exhibit A, and Investor hereby agrees to be bound by such terms and conditions. View More
Miscellaneous. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute ...any of such parties members of a joint venture, group or other association. 6.2 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be delivered (a) by personal delivery, (b) by a nationally recognized overnight courier service, (c) by telefacsimile or electronic mail, using equipment that provides written confirmation of delivery, or (d) by deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested, at the address set forth below: (a) If to the Company: Affinion Group, Inc. 6 High Ridge Park Stamford, CT 06905 Attention: Brian Fisher, Esq. Facsimile: 203-956-1206 Electronic mail: bfisher@affiniongroup.com with a copy (which shall not constitute notice) to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attention: Adam Weinstein, Esq. Facsimile: 212-872-1002 Electronic mail: aweinstein@akingump.com (b) If to Third Avenue: Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund 622 Third Avenue 32nd Floor New York, New York 10017 Attention: General Counsel with a copy (which shall not constitute notice) to: Milbank Tweed Hadley & McCloy LLP 28 Liberty Street New York, NY 10011 Attention: Paul Denaro Facsimile: 212-822-5219 Electronic mail: pdenaro@milbank.com Any such notice shall be deemed to have been given on the date so delivered, if delivered personally or by overnight courier service or electronic mail; or if by telefacsimile, on the first (1st) day following the transmission of such facsimile; or if mailed, four (4) calendar days after mailing. Any party may, at any time by giving five (5) calendar days' prior written notice to the Company, specify a different address (physical or electronic) or telefacsimile number for notice purposes by sending notice thereof in the foregoing manner. By notice complying with the foregoing provisions of this Section 6.2, each party shall have the right to change the mailing address, facsimile number or email address for future notices, communications or deliveries to such party pursuant to this Agreement and any such change shall not be deemed an amendment to this Agreement. 6.3 No Assignment. This Agreement may not be transferred or assigned by any party hereto. 6.4 Binding Effect. Subject to the provisions of this Agreement relating to transferability or assignment, this Agreement will be binding upon and inure to the benefit of the Company and Third Avenue, and their respective heirs, devisees, spouses, distributees, representatives, successors and permitted assigns. 6.5 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future laws applicable to the Company effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. 6.6 Additional Documents and Acts. Each party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. 6.7 No Employment Rights. Nothing in this Agreement shall confer upon any Person any right to be employed or to continue employment by the Company or any of its Affiliates, or interfere in any manner with any right of the Company or any of its Affiliates to terminate such employment at any time.View More
Miscellaneous. 6.1 Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties he...reto, or to constitute any of such parties members of a joint venture, group or other association. 6.2 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be delivered (a) by personal delivery, (b) by a nationally recognized overnight courier service, (c) by telefacsimile or electronic mail, using equipment that provides written confirmation of delivery, or (d) by deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested, at the address set forth below: (a) If to the Company: Affinion Group, Inc. 6 High Ridge Park Stamford, CT 06905 Attention: Brian Fisher, Esq. Facsimile: 203-956-1206 Electronic mail: bfisher@affiniongroup.com with a copy (which shall not constitute notice) to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attention: Adam Weinstein, Esq. Facsimile: 212-872-1002 Electronic mail: aweinstein@akingump.com (b) If to Third Avenue: Third Ares: Ares Management LLC 2000 Avenue Trust, on behalf of Third the Stars, 12th Floor Los Angeles, California 90067 Attention: Daniel Hall Facsimile: 310-432-8702 Electronic mail: dhall@aresmgmt.com with a copy to: Ares Management LLC 2000 Avenue Focused Credit Fund 622 Third Avenue 32nd of the Stars, 12th Floor New York, New York 10017 Los Angeles, California 90067 Attention: General Counsel Christopher Mathewson Facsimile: 310-201-4170 Electronic mail: Mathewson@aresmgmt.com with a copy (which shall not constitute notice) to: Milbank Tweed Hadley Latham & McCloy Watkins LLP 28 Liberty Street New York, NY 10011 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Attention: Paul Denaro Facsimile: 212-822-5219 Richard A. Levy Facsimile No. : 312-993-9767 Electronic mail: pdenaro@milbank.com richard.levy@lw.com Any such notice shall be deemed to have been given on the date so delivered, if delivered personally or by overnight courier service or electronic mail; or if by telefacsimile, on the first (1st) day following the transmission of such facsimile; or if mailed, four (4) calendar days after mailing. Any party may, at any time by giving five (5) calendar days' prior written notice to the Company, specify a different address (physical or electronic) or telefacsimile number for notice purposes by sending notice thereof in the foregoing manner. By notice complying with the foregoing provisions of this Section 6.2, each party shall have the right to change the mailing address, facsimile number or email address for future notices, communications or deliveries to such party pursuant to this Agreement and any such change shall not be deemed an amendment to this Agreement. 6.3 No Assignment. This Agreement may not be transferred or assigned by any party hereto. hereto without the prior written consent of the other party; provided, however, that Ares may assign its rights and obligations hereunder to an Affiliate of Ares holding Company Common Stock without such consent. 6.4 Binding Effect. Subject to the provisions of this Agreement relating to transferability or assignment, this Agreement will be binding upon and inure to the benefit of the Company and Third Avenue, Ares, and their respective heirs, devisees, spouses, distributees, representatives, successors and permitted assigns. 6.5 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future laws applicable to the Company effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. 6.6 Additional Documents and Acts. Each party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. 6.7 No Employment Rights. Nothing in this Agreement shall confer upon any Person any right to be employed or to continue employment by the Company or any of its Affiliates, or interfere in any manner with any right of the Company or any of its Affiliates to terminate such employment at any time. View More
Miscellaneous. Where the context so indicates, the singular will include the plural and vice versa. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted, or executed counterpart.
Miscellaneous. Where the context so indicates, the singular will include the plural and vice versa. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted, or executed counterpart.
Miscellaneous. a. Effect of Amendment. Except to the extent the License Agreement is modified by this Amendment, the remaining terms and conditions of the License Agreement shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the License Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. b. Entire Agreement. The License Agreement, together with this Amendment, embodies ...the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto. c. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. d. Governing Law. The parties hereto expressly agree that this Amendment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the jurisdiction identified in the License Agreement.View More
Miscellaneous. a. 5.1 Effect of Amendment. Except to the extent the License Agreement Note is modified by this Amendment, the remaining terms and conditions of the License Agreement Note shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the License Agreement Note and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. b. 5.2 Entire Agreement. The License Agreement, Note, together w...ith this Amendment, embodies the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto. c. -1- 5.3 Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. d. Governing Law. The parties hereto expressly agree that this Amendment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the jurisdiction identified in the License Agreement.View More
Miscellaneous. (a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Recipient. (b) All notices under this Agreement shall be mailed, delivered by hand, or delivered by electronic means to the parties pursuant to the contact information for the applicable party set forth in the records of E*Trade Corporate Financial Services, Inc. or any successor third-party equity plan administrator designated by the Company from t...ime to time (the "Administrative Service"), or at such other address as may be designated in writing by either of the parties to the other party. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. (d) The Recipient hereby accepts, by signature or electronic means delivered to the Administrative Service, this Agreement and agrees to the terms and conditions of this Agreement and the Company's 2011 Equity Award Plan. The Recipient hereby acknowledges receipt of a copy of the Company's 2011 Equity Award Plan. Date of Grant: [ ] CARBONITE, INC. By: Name: Title: EX-10.27 6 d650354dex1027.htm EX-10.27 EX-10.27 Exhibit 10.27 CARBONITE, INC. RESTRICTED STOCK UNIT AGREEMENT 1. Grant of Restricted Stock Units. Carbonite, Inc., a Delaware corporation (the "Company"), hereby grants to [ ] (the "Recipient"), pursuant to the Company's 2011 Equity Award Plan (the "Plan"), [ ] restricted stock units (each, a "Restricted Stock Unit" and collectively, the "Restricted Stock Units"), subject to the terms and conditions of this agreement (the "Agreement") and the Plan. Except where the context otherwise requires, the term "Company" shall include the parent and all subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan. To the extent that any term of this Agreement conflicts or is otherwise inconsistent with any term of the Plan, as amended from time to time, the terms of the Plan shall take precedence and supersede any such conflicting or inconsistent term contained herein.View More
Miscellaneous. (a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Recipient. (b) All notices under this Agreement shall be mailed, delivered by hand, or delivered by electronic means to the parties pursuant to the contact information for the applicable party set forth in the records of E*Trade Corporate Financial Services, Inc. or any successor third-party equity plan administrator designated by the Company from t...ime to time (the "Administrative Service"), or at such other address as may be designated in writing by either of the parties to the other party. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 2 (d) The Recipient hereby accepts, by signature or electronic means delivered to the Administrative Service, this Agreement and agrees to the terms and conditions of this Agreement and the Company's 2011 Equity Award Plan. The Recipient hereby acknowledges receipt of a copy of the Company's 2011 Equity Award Plan. Date of Grant: [ ] CARBONITE, INC. By: Name: Title: EX-10.27 6 d650354dex1027.htm EX-10.27 EX-10.27 3 EX-10.1 2 d737391dex101.htm EX-10.1 EX-10.1 Exhibit 10.27 10.1 CARBONITE, INC. RESTRICTED STOCK UNIT RESTRICTION AGREEMENT 1. Grant of Restricted Stock Units. Stock. Carbonite, Inc., a Delaware corporation (the "Company"), hereby grants to [ ] (the "Recipient"), pursuant to the Company's 2011 Equity Award Plan (the "Plan"), [ ] restricted stock units (each, a shares (the "Restricted Stock Unit" and collectively, Shares") of the "Restricted Stock Units"), Company's common stock, par value $0.01 per share (the "Common Stock"), subject to (a) the terms and conditions of this agreement (the "Agreement") and the Plan. Plan and (b) the Recipient delivering to the Company a stock power endorsed in blank. Except where the context otherwise requires, the term "Company" shall include the parent and all subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan. To the extent that any term of this Agreement conflicts or is otherwise inconsistent with any term of the Plan, as amended from time to time, the terms of the Plan shall take precedence and supersede any such conflicting or inconsistent term contained herein. View More
Miscellaneous. All powers and remedies of Seller hereunder with respect to an Event of Default shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other thereof or of any other power or remedy available to Seller, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note, and every power and remedy given by this Note or by applicable law to Seller may be exercised from time to time, and as often as shal...l be deemed expedient by Seller. 5.2 Replacement; Exchange. If this Note is destroyed, lost or stolen, the Company will deliver a new note to Seller on the same terms and conditions as this Note with a notation of the unpaid principal in substitution of the prior Note. Seller shall furnish to the Company reasonable evidence that the Note was destroyed, lost or stolen and any security or indemnity that may be reasonably required by the Company in connection with the replacement of this Note. 5.3 Choice of Law. This Note shall be governed by and construed in accordance with the Requirements of Law of the State of New York without giving effect to the principles of conflict of Laws. 5.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, telecopied or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given if delivered personally or telecopied, on the date of such delivery, or if sent by reputable overnight courier, on the first Business Day following the date of such mailing, as follows: (a)if to the Company: Wecast Network, Inc. 375 Greenwich Street, Suite 516 New York, New York 10013 Attn: Board of Directors Telecopy: 86+10-8586-2775 (b)if to Seller: BT Capital Global Limited 30 de Castro Street, Wickhams Cay I, P.O. Box 4519, Road Town, Tortola, British Virgin Islands. Attn: Legal Team Any Party may by notice given in accordance with this Section 5.4 designate another address or Person for receipt of notices hereunder. 5.5 Assignment. This Note shall be binding upon the Company and Seller and its successors and assigns. Neither the Company nor Seller shall make any assignment of its rights under this Note or other Wecast Agreements or subject this Note or other Wecast Agreements or its rights hereunder to any lien or security interest of any kind whatsoever; and any such assignment, lien or security interest shall be absolutely void and unenforceable as against Seller; provided, however, Seller shall be entitled to assign this Note or other Wecast Agreements to an Affiliate or designee. 5.6 Cooperation; Further Action. Each Party to this Note shall, without further consideration, execute and deliver any further or additional instruments and perform any acts which may become reasonably necessary to effectuate and carry out the purposes of this Note. 5.7 Severability. If any provision of this Note shall be held to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Note. 5.8 Amendments. This Note may not be altered or amended, and no right under this Note may be waived, except by a writing executed by the Parties to this Note or except as otherwise provided in this Note. No waiver of any term, provision, or condition of this Note, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term, provision, or condition, or as a waiver of any other term, provision, or condition of this Note. 5.9 Headings. The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.View More
Miscellaneous. All powers and remedies of Seller Purchaser hereunder with respect to an Event of Default shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other thereof or of any other power or remedy available to Seller, Purchaser, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note, and every power and remedy given by this Note or by applicable law to Seller Purchaser may be exercised from tim...e to time, and as often as shall be deemed expedient by Seller. Purchaser. 5.2 Replacement; Exchange. If this Note is destroyed, lost or stolen, the Company will deliver a new note to Seller Purchaser on the same terms and conditions as this Note with a notation of the unpaid principal in substitution of the prior Note. Seller Purchaser shall furnish to the Company reasonable evidence that the Note was destroyed, lost or stolen and any security or indemnity that may be reasonably required by the Company in connection with the replacement of this Note. 5.3 Choice of Law. This Note shall be governed by and construed in accordance with the Requirements of Law of the State of New York without giving effect to the principles of conflict of Laws. 5.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, telecopied or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given if delivered personally or telecopied, on the date of such delivery, or if sent by reputable overnight courier, on the first Business Day following the date of such mailing, as follows: (a)if (a) if to the Company: Wecast Network, YOU On Demand Holdings, Inc. 375 Greenwich Street, Suite 516 New York, New York 10013 Attn: Board of Directors Telecopy: 86+10-8586-2775 (b)if (b) if to Seller: BT Capital Global Purchaser: Beijing Sun Seven Stars Culture Development Limited 30 de Castro Street, Wickhams Cay I, P.O. Box 4519, Road Eastern Fangzheng Road, Southern Dongying Village Hancunhe Town, Tortola, British Virgin Islands. Fangshan District Beijing, China Attn: Legal Team Zhang Jie Telecopy: 86+10 5912-3988 Any Party may by notice given in accordance with this Section 5.4 designate another address or Person for receipt of notices hereunder. 5.5 Assignment. This Note shall be binding upon the Company and Seller Purchaser and its successors and assigns. Neither the Company nor Seller Purchaser shall make any assignment of its rights under this Note or other Wecast Company Agreements or subject this Note or other Wecast Company Agreements or its rights hereunder to any lien or security interest of any kind whatsoever; and any such assignment, lien or security interest shall be absolutely void and unenforceable as against Seller; Purchaser; provided, however, Seller Purchaser shall be entitled to assign this Note or other Wecast Company Agreements to an Affiliate or designee. Affiliate. 5.6 Cooperation; Further Action. Each Party to this Note shall, without further consideration, execute and deliver any further or additional instruments and perform any acts which may become reasonably necessary to effectuate and carry out the purposes of this Note. 5.7 Severability. If any provision of this Note shall be held to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Note. 5.8 Amendments. This Note may not be altered or amended, and no right under this Note may be waived, except by a writing executed by the Parties to this Note or except as otherwise provided in this Note. No waiver of any term, provision, or condition of this Note, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term, provision, or condition, or as a waiver of any other term, provision, or condition of this Note. 5.9 Headings. The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. View More
Miscellaneous. 6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 6.2 Third-Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges that EF Hutton is a third-party beneficiary of this Agreement and this Agreement may not be modified or changed with...out the prior written consent of EF Hutton. 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the change, EF Hutton and the Escrow Agent. 6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 4 6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: If to the Company, to: Plutonian Acquisition Corp. c/o Plutonian Investments LLC 1441 Broadway 3rd, 5th & 6th Floors New York, NY 10018 Attn: Wei Kwang Ng, Chief Executive Officer Email: ngweik@plutoniancorp.com If to a Stockholder, to his address set forth in Exhibit A. and if to the Escrow Agent, to: Continental Stock Transfer & Trust Company 1 State Street New York, New York 10004 Attention: Administrative Department A copy (which copy shall not constitute notice) sent hereunder shall be sent to: EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Attn: Jim Campbell Email: JCampbell@efhuttongroup.com and: Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, TX 77002-2770 Attn: Dan Areshenko, Esq. Email: dan.areshenko@bracewell.com and: Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 Attn: Sally Yin, Esq. Email: syin@wsgr.com and: Continental Stock Transfer & Trust Company 1 State Street New York, New York 10004 Attention: Administrative Department The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 6.7 Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.View More
Miscellaneous. 6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 6.2 Third-Party Beneficiaries. Each of the Initial Stockholders Shareholders hereby acknowledges that EF Hutton is a third-party beneficiary of this Agreement and this Agreement may not be modified or... changed without the prior written consent of EF Hutton. 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the change, EF Hutton and the Escrow Agent. 6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 4 3 6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: If to the Company, to: Plutonian Oak Woods Acquisition Corp. c/o Plutonian Investments LLC 1441 Broadway 3rd, 5th & 6th Floors Corporation 101 Roswell Drive, Nepean, Ontario, K2J 0H5, Canada Attn: Lixin Zheng E-mail: lxzheng@hotmail.com And RAITI, PLLC 1345 Avenue of the Americas, 33rd FL. New York, NY 10018 New York 10105 Attn: Wei Kwang Ng, Chief Executive Officer Email: ngweik@plutoniancorp.com Warren A. Raiti, Esq. E-mail: Wraiti@raitipllc.com If to a Stockholder, to his address set forth in Exhibit A. and if to the Escrow Agent, to: Continental Stock Transfer & Trust Company 1 State Street New York, New York 10004 Attention: Administrative Department A copy (which copy shall not constitute notice) sent hereunder shall be sent to: EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Attn: Jim Campbell Email: JCampbell@efhuttongroup.com and: Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, TX 77002-2770 Attn: Dan Areshenko, Esq. Email: dan.areshenko@bracewell.com and: Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 Attn: Sally Yin, Esq. Email: syin@wsgr.com and: Continental Stock Transfer & Trust Company 1 State Street Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, TX 77002-2770 Attn: Dan Areshenko, Esq. Email: dan.areshenko@bracewell.com EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10004 Attention: Administrative Department NY 10022 Attn: Jim Campbell Email: JCampbell@efhuttongroup.com The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 6.7 Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus. View More
