Grouped Into 47 Collections of Similar Clauses From Business Contracts
This page contains Notices Etc clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; a...nd (b) if to the Company Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: [●] (Fax: [●]). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the provisions of this Section 14. 37 15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, Initial Purchasers, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New Yor...k, New York 10019; and (b) if to the Company Parties, Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, Delaware 19809-3727, Attention: [●] Richard J. Brezski, Chief Financial Officer and Treasurer (Fax: [●]). 302-281-3761), with a copy to Jannie K. Lau, Chief Legal Officer, General Counsel and Corporate Secretary (Fax: 302-281-3763). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters Initial Purchasers by the Representatives. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the provisions of this Section 14. 37 15. Barclays Capital Inc. 29 13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, Initial Purchasers, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchasers and each person or persons, if any, who control controlling any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the directors, officers and employees of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, 13, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; c.../o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, (Fax: (212) 622-8358), Attention Equity Syndicate Desk and c/o Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, New York 10019 (e-mail: kbwsyndicatedesk@kbw.com), Attention: Equity Capital Markets; and (b) if to the Company Parties, Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: [●] (Fax: [●]). Mac Armstrong, with a copy to DLA Piper LLP (US), 4365 Executive Drive, Suite 1100, San Diego, California 92121-2133, Attention: Michael S. Kagnoff. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by on behalf of the Representatives. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the provisions of this Section 14. 37 15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.View More
Notices Etc. All statements, requests, notices and agreements hereunder Notices given pursuant to any provision of this Agreement shall be given in writing, and: writing and shall be addressed as follows: (a) if to the Underwriters, to: Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, North Carolina 28202, Fax No. : (704) 410-0326, Attention: Transaction Management; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Fax No. : (212) 834-6081, Attention: Investment Grade ...Syndicate Desk; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1, 050 12 01, New York, New York 10020, Fax No. : (212) 901-7881 Attention: High Grade Debt Capital Markets Transaction Management/Legal; and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York, 10281, Fax No. : (212) 658-6137, Attention: Scott Primrose/USDCM Transaction Management, and with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Fax No. : 212-455-2502, Attention: Lesley Peng; and (b) if to the Company, to 16600 Swingley Ridge Road, Chesterfield, Missouri 63017, Attention: Brian W. Haynes, Senior Vice President and Corporate Treasurer; with a copy to William L. Hutton, Esq., Executive Vice President, General Counsel and Secretary, at the same address; and with a copy to Bryan Cave Leighton Paisner LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102, Attention: R. Randall Wang, Esq. ; Fax No. : 314-552-8149; provided, however, that any notice to an Underwriter pursuant to Section 8(c) shall be delivered or sent by mail mail, telex or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (b) if to the Company Parties, shall be delivered or sent by mail or facsimile transmission to the such Underwriter at its address of the Company set forth in its acceptance telex to the Registration Statement, Attention: [●] (Fax: [●]). Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the provisions of this Section 33 14. 37 15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) (A) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, directors and employees of the Underwriters and each the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the (B) any indemnity or contribution agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors directors, trustees, officers and employees of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, 14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Notwithstanding any other provision of this Agreement, the parties hereby agree that Merrill Lynch, Pierce, Fenner & Smith Incorporated may, without notice to the Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Merrill Lynch, Pierce, Fenner & Smith Incorporated's capital markets, investment banking or related businesses may be transferred following the date of this Agreement. View More
Notices Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, spe...cifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder at or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto.View More
Notices Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex email or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnig...ht courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to the Holder at the address on the Company records, or at such other address as the Company or Holder may designate by ten (10) days 10 days' advance written notice to the other parties party hereto. View More
Notices Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, spe...cifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to the Holder at 405 Lexington Ave., New York, NY 10174, or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto. View More
Notices Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, spe...cifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page hereto and to Holder at the applicable address set forth on the applicable signature page to the Purchase Agreement or at such other address as the Company or Holder may designate by ten (10) 10 days advance written notice to the other parties hereto. 5 11.ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. View More
Notices Etc. Unless otherwise expressly provided herein, all statements, requests, notices and agreements hereunder and under any Terms Agreement with the Agent shall be in writing, and: (a) if to the Agent, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 6(c), to the Director of Litigation, Office of the Gener...al Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to Kilroy Realty Corporation, 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064, Attention: Chief Financial Officer (Fax: (310) 481-6540); and (c) if to the Operating Partnership, shall be delivered or sent by mail or facsimile transmission to Kilroy Realty, L.P., c/o Kilroy Realty Corporation, 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064, Attention: Chief Financial Officer (Fax: (310) 481-6540). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof except as otherwise expressly provided herein. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Agent. Any party hereto or any party to a Terms Agreement to which the Agent is a party may change its address for this purpose by giving written notice to the other parties hereto.View More
Notices Etc. Unless otherwise expressly provided herein, all statements, requests, notices and agreements hereunder and under any Terms Agreement with the Agent shall be in writing, and: (a) if to the Agent, shall be delivered or sent by mail or facsimile transmission to Barclays RBC Capital Inc., 745 Seventh Avenue, Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10019, 10281, Attention: Syndicate Registration Equity Capital Markets (Fax: (646) 834-8133), (212) 428-6260), with a copy, in the c...ase of any notice pursuant to Section 6(c), to the Director of Litigation, Office of the General Counsel, Barclays Chris Walmsley, RBC Capital Inc., 745 Seventh Avenue, Markets, LLC, 200 Vesey Street, 5th Floor, New York, New York 10019; 10281; and (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to Kilroy Realty Corporation, 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064, Attention: Chief Financial Officer (Fax: (310) 481-6540); and (c) if to the Operating Partnership, shall be delivered or sent by mail or facsimile transmission to Kilroy Realty, L.P., c/o Kilroy Realty Corporation, 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064, Attention: Chief Financial Officer (Fax: (310) 481-6540). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof except as otherwise expressly provided herein. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Agent. Any party hereto or any party to a Terms Agreement to which the Agent is a party may change its address for this purpose by giving written notice to the other parties hereto. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: 646-834-8133), with a copy, in the case of any notice pursuant to Section 10(d), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; (b...) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Michael Kernan, Esq. (Fax: 212-231-1828) and by email to michael.kernan@macquarie.com; and 31 (c) if to the Selling Shareholder, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Michael Kernan, Esq. (Fax: 212-231-1828) and by email to michael.kernan@macquarie.com. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the Selling Shareholder shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Barclays Capital Inc. on behalf of the Representatives.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10019, 10179, Attention: Equity Syndicate Registration Desk (Fax: 646-834-8133), with a copy, in the case of any notice pursuant to Section 10(d), to the Director of Litigation, Office of the General Counsel, Barclays Cap...ital Inc., 745 Seventh Avenue, New York, New York 10019; (212) 622-8358); and (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Michael Kernan, Esq. (Fax: 212-231-1828) and by email to michael.kernan@macquarie.com; and 31 (c) if to the Selling Shareholder, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Michael Kernan, Esq. (Fax: 212-231-1828) and by email to michael.kernan@macquarie.com. 23 Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the Selling Shareholder shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Barclays Capital Inc. J.P. Morgan Securities LLC on behalf of the Representatives. View More
Notices Etc. Any notice required by the provisions of this Note will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specif...ying next day delivery, with written verification of receipt, and delivered as follows: If to the Borrower: Accelerize Inc. 20411 SW Birch Street, Suite 250 Newport Beach, CA 92660 Attention: President and Chief Executive Officer Facsimile Number: [ ] If to Lender: NAME: ________________________ ADDRESS: ________________________ ________________________ Attention: ________________________ Facsimile Number: ________________________ or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first set forth above. ACCELERIZE INC. By:_______________________________ Name: Brian Ross Title: President and Chief Executive Officer EX-10.1 3 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") dated as of August [•], 2017 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement. PROMISSORY NOTE $__________ August [__], 2017 FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the "Borrower"), with offices at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660, hereby unconditionally promises to pay to the order of [_____________________] (the "Lender"), in lawful money of the United States, at [__________________________________], or such other address as the Lender may from time to time designate, the principal sum of ______________ Dollars ($________) (the "Principal"). This Note shall mature and become due and payable in full on August [__], 2019 (the "Maturity Date").View More
Notices Etc. Any notice All notices required by the provisions of this Note will or permitted hereunder shall be in writing and will shall be deemed effectively given: (a) upon personal delivery to the party to be notified; notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; recipient, if not, then on the next business day; day, (c) three (3) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepa...id; prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, and delivered as follows: If receipt. All communications shall be sent to the Borrower: Accelerize Inc. 20411 SW Birch Street, Suite 250 Newport Beach, CA 92660 Attention: President Company at the address listed on the signature page and Chief Executive Officer Facsimile Number: [ ] If to Lender: NAME: ________________________ ADDRESS: ________________________ ________________________ Attention: ________________________ Facsimile Number: ________________________ or, as to each party, Holder at [___________________] or at such other address as shall be designated the Company or Holder may designate by such party in a ten (10) days advance written notice to the other parties IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first set forth above. ACCELERIZE INC. By:_______________________________ Name: Brian Ross Title: President and Chief Executive Officer EX-10.1 3 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") dated as of August [•], 2017 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement. PROMISSORY NOTE $__________ August [__], 2017 FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the "Borrower"), with offices at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660, hereby unconditionally promises to pay to the order of [_____________________] (the "Lender"), in lawful money of the United States, at [__________________________________], or such other address as the Lender may from time to time designate, the principal sum of ______________ Dollars ($________) (the "Principal"). This Note shall mature and become due and payable in full on August [__], 2019 (the "Maturity Date"). hereto. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Initial Purchasers, shall be delivered or sent by mail or facsimile transmission to (a) BofA Securities, Inc. at One Bryant Park, New York, New York 10036, Email: [________], Attention: Syndicate Department, with a copy to: Email: [________], Attention: ECM Legal and (b) Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel; and (b) if to the Company, shall be deli...vered or sent by mail or facsimile transmission to InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, Delaware 19809-3727, Attention: Richard J. Brezski, Chief Financial Officer and Treasurer (Fax: [________]), with a copy to Joshua Schmidt, Chief Legal Officer and Corporate Secretary (Fax: [________]). 29 Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice required or agreement given or made on behalf of the Initial Purchasers by the provisions of this Note will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, and delivered as follows: If to the Borrower: Accelerize Inc. 20411 SW Birch Street, Suite 250 Newport Beach, CA 92660 Attention: President and Chief Executive Officer Facsimile Number: [ ] If to Lender: NAME: ________________________ ADDRESS: ________________________ ________________________ Attention: ________________________ Facsimile Number: ________________________ or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first set forth above. ACCELERIZE INC. By:_______________________________ Name: Brian Ross Title: President and Chief Executive Officer EX-10.1 3 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") dated as of August [•], 2017 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement. PROMISSORY NOTE $__________ August [__], 2017 FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the "Borrower"), with offices at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660, hereby unconditionally promises to pay to the order of [_____________________] (the "Lender"), in lawful money of the United States, at [__________________________________], or such other address as the Lender may from time to time designate, the principal sum of ______________ Dollars ($________) (the "Principal"). This Note shall mature and become due and payable in full on August [__], 2019 (the "Maturity Date"). Representatives. View More
Notices Etc. Any notice All notices required by the provisions of this Note will or permitted hereunder shall be in writing and will shall be deemed effectively given: (a) upon personal delivery to the party to be notified; notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; recipient, if not, then on the next business day; day, (c) three (3) ______ (__) days after having been sent by registered or certified mail, return receipt requested, postage pr...epaid; prepaid, or (d) one (1) ______ (__) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, and delivered as follows: If receipt. All communications shall be sent to the Borrower: Accelerize Inc. 20411 SW Birch Street, Suite 250 Newport Beach, CA 92660 Attention: President Company and Chief Executive Officer Facsimile Number: [ ] If to Lender: NAME: ________________________ ADDRESS: ________________________ ________________________ Attention: ________________________ Facsimile Number: ________________________ or, as to each party, Holder at the respective address listed on the signature page, or at such other address as shall be designated the Company or Holder may designate by such party in a ______ (__) days advance written notice to the other parties IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first set forth above. ACCELERIZE INC. By:_______________________________ Name: Brian Ross Title: President and Chief Executive Officer EX-10.1 3 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") dated as of August [•], 2017 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement. PROMISSORY NOTE $__________ August [__], 2017 FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the "Borrower"), with offices at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660, hereby unconditionally promises to pay to the order of [_____________________] (the "Lender"), in lawful money of the United States, at [__________________________________], or such other address as the Lender may from time to time designate, the principal sum of ______________ Dollars ($________) (the "Principal"). This Note shall mature and become due and payable in full on August [__], 2019 (the "Maturity Date"). hereto. View More
Notices Etc. All notices and other communications from the Company to the holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such holder or, until any such holder furnishes to the Company an address, then to, and at the address of, the last holder of this Warrant who has so furnished an address to the Company.
Notices Etc. All notices and other communications from the Company to the holder of this Warrant Holder shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such holder Holder or, until any such holder Holder furnishes to the Company an address, then to, and at the address of, the last holder of this Warrant Holder who has so furnished an address to the Company.
Notices Etc. All notices and other communications from the Company to the holder of this Warrant Holder shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such holder Holder or, until any such holder Holder furnishes to the Company an address, then to, and at the address of, the last holder of this Warrant Holder who has so furnished an address to the Company.
Notices Etc. All notices and other communications from the Company to the holder Holder of this Warrant shall be mailed delivered by first class registered fax or certified mail, postage prepaid, courier, at such address as may have been furnished to the Company in writing by such holder Holder, or, until any such holder furnishes an address is so furnished, to the Company an address, then to, and at the address of, of the last holder Holder of this Warrant who has so furnished an address to the Company.
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to the Representatives at BNP Paribas Securities Corp. at 787 Seventh Avenue, New York, NY 10019, CIBC World Markets Corp. at 300 Madison Avenue, 5th Floor, New York, NY 10017, Credit Agricole Securities (USA) Inc. at 1301 Avenue of the Americas, New York, NY 10019 and Wells Fargo Securities, LLC at 550 South Tryon Street, 5...th Floor, Charlotte, NC 28202, Attention: Transaction Management, Facsimile: 704-410-0326, with a copy to Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10021, Attention: Lisa L. Jacobs (Fax: (646) 848-7678); or (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel (Fax: (972) 855-3080). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to the Representatives at BNP Paribas Securities Corp. at 787 Seventh Avenue, New York, NY 10019, CIBC World Markets Corp. at 300 Madison Avenue, 5th Floor, New York, NY 10017, Credit Agricole Securities (USA) Inc. at Inc., 1301 Avenue of the Americas, New York, NY 10019, J.P. Morgan Securities LLC, 383 Madison Avenue, New Y...ork, NY, 10179 Attn: Transaction Management, TD Securities (USA) LLC, 31 West 52nd Street, New York, NY 10019 and Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management, Facsimile: 704-410-0326, with a copy to Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10021, Attention: Lisa L. Jacobs (Fax: (646) 848-7678); or (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel (Fax: (972) 855-3080). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to (i) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (Fax: (704) 410-0326), (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020, Attention: High Grade Transaction Management/...Legal (Fax: (646) 855-5958), and (iii) UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (Fax: (203) 719-0495); and 32 (b) if to any of the Partnership Parties, shall be delivered or sent by mail or facsimile transmission to NuStar Energy L.P., 19003 IH-10 West, San Antonio, Texas 78257, Attention: Amy L. Perry, Senior Vice President, General Counsel—Corporate and Commercial Law and Corporate Secretary (Fax: (210) 918-5469). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership Parties shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to (i) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (Fax: (704) 410-0326), (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, NY1 050 12 01, New York, New York 10020, Attention: High Grade Transact...ion Management/Legal (Fax: (646) 855-5958), and (iii) UBS J.P. Morgan Securities LLC, 1285 Avenue of the Americas, 383 Madison Avenue, New York, New York 10019, 10179, Attention: Fixed Income Syndicate Investment Grade Syndication Desk – 3rd Floor (Fax: (203) 719-0495); (212) 834-6081), and 32 (iv) RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management (Fax: (212) 658-6137); and (b) if to any of the Partnership Parties, shall be delivered or sent by mail or facsimile transmission to NuStar Energy L.P., 19003 IH-10 West, San Antonio, Texas 78257, Attention: Amy L. Perry, Senior Vice President, General Counsel—Corporate and Commercial Law and Corporate Secretary (Fax: (210) 918-5469). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership Parties shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Macquarie Capital (USA) Inc., 125 West 55th Street, New York, New York 10019, Attention: Syndicate Registration (Fax: ), with a copy, in the case of any notice pursuant to Section 12(c), to the Director of Litigation, Office of the General Counsel, Macquarie Capital (USA) Inc., 125 West 55th Street, New York, New York 100...19 (Fax: ); and 35 (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Lewis W. Dickey, Jr., 1180 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309 (Fax: ), with a copy, which shall not constitute notice, to Mark L. Hanson, Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309 (Fax: 404-581-8330). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representative.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Macquarie Capital (USA) Inc., 125 West 55th Street, New York, New York 10019, Attention: Syndicate Registration (Fax: ), 212-231-1717), with a copy, in the case of any notice pursuant to Section 12(c), to the Director of Litigation, Office of the General Counsel, Macquarie Capital (USA) Inc., 125 West 55th Street, New Yor...k, New York 10019 (Fax: ); 212-231-1717); and 35 (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Lewis W. Dickey, Jr., 1180 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309 (Fax: ), 30309, with a copy, which shall not constitute notice, to Mark L. Hanson, Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309 (Fax: 404-581-8330). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representative. View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attn: Syndicate Registration (Fax (646) 834-8133); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, (Facsimile: (212) 834-6081); Mizuho Securities USA LLC, 1271 Avenue of the Americas, New Yo...rk, NY 10020, Attn: Debt Capital Markets (Fax: 212-205-7812); and MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10020, Attn: Capital Markets Group, Phone: (212) 405-7440, Fax: (646) 434-3455 (b) if to the Partnership Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: Chief Financial Officer. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Representatives on behalf of the Underwriters.View More
Notices Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attn: Syndicate Registration (Fax (646) 834-8133); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, (Facsimile: (212) 834-6081); Mizuho Securities USA LLC, 1271 Avenue of the Americas, Barcla...ys Capital Inc., 745 Seventh Avenue, New York, NY 10020, New York 10019, Attn: Debt Capital Markets (Fax: 212-205-7812); and Syndicate Registration (Fax (646) 834-8133); MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10020, Attn: Capital Markets Group, Phone: (212) 405-7440, Fax: (646) 434-3455 434-3455. 33 (b) if to the Partnership Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: Chief Financial Officer. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Representatives on behalf of the Underwriters. View More
