Notices Clause Example with 46 Variations from Business Contracts
This page contains Notices clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified ...mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section.View More
Variations of a "Notices" Clause from Business Contracts
Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall Any notice under this Agreement must be in writing (except and may be given by certified or registered mail, postage prepaid, addressed to the party or parties to be notified with return receipt requested, or by delivering the notice in person. For purposes of notice, the address of Executive or any administrator, executor or legal representative of Executive or his esta...te, as expressly provided herein) at their respective addresses the case may be, shall be the relevant address set forth below below, or at to such other address as may hereafter be specified in a notice designated as a notice the recipient of change of address under this Section 17. Any such notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be communication will have specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: party hereto in accordance with this Section: If to the BancorpSouth to: BancorpSouth, Inc. Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower Vice President, Human Resources One Mississippi Plaza Tupelo, MS 38801 With a copy to: Waller Lansden Dortch & Davis llp Attn: James B. Bristol 511 Union Street, Suite 2700 Nashville, TN 37219 If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If Executive, to: James D. Rollins III ________________________ ________________________ With a copy to: Skadden Arps Slate Meagher & Flom llp Attn: Joseph M. Yaffe 525 University Avenue Suite 1100 Palo Alto, California 94301 Notice to Executive may be to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, then-current address of Executive on the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. records of BancorpSouth. View More
Notices. All notices, requests For purposes of this Agreement, notices and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective other communications provided for in this Agreement shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereun...der and shall be given delivered personally or sent by (a) hand delivery, (b) overnight courier, (c) registered or United States certified mail, return receipt requested, postage prepaid, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a nationally recognized overnight courier, (B) three (3) days following posting thereof by registered addressed as follows: 10 If to the Executive: RANDY M. GRIFFIN _________________ _________________ If to the Company: ARMADA OIL, INC. Attention: Chief Executive Officer 5220 Spring Valley Road, Suite 615 Dallas, Texas 75254 or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address or the attention of such other person as the recipient party has been previously furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for party in writing in accordance with this paragraph. Such notices by notice in the manner or other communications shall be effective upon delivery or, if earlier, three days after they have been mailed as provided in this Section. above. View More
Notices. All notices, requests notices hereunder shall be effective when given, and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender shall be deemed to be effective given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar ove...rnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be in writing (except as expressly provided herein) addressed (i) if to the Holder, at their respective addresses set forth below ______________________________________ and (ii) if to the Company, at 1002 North Central Expressway, Suite 495, Richardson, TX 75080, or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder the Company shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been have furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. writing. View More
Notices. All notices, requests and demands Any notice to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective Company provided for herein shall be in writing (except to the Company and any notice to Grantee shall be addressed to Grantee at his or her address on file with the Company. Except as expressly otherwise provided herein) at their respective addresses set forth below herein, any written notice shall be deemed to be duly given if and when delivered personally or at s...uch other deposited in the United States mail, first class certified or registered mail, postage and fees prepaid, return receipt requested, and addressed as aforesaid. Any party may change the address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to which notices are to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile written notice to the number set out below (or 10 such other number party as may hereafter be herein specified in a (provided that for this purpose any mailed notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) third business day following posting thereof deposit of the same in the United States mail). 4 The undersigned Grantee hereby accepts the award of Performance Shares granted pursuant to this Agreement, subject to the terms and conditions of the Plan and the terms and conditions set forth herein. ________________________________[ name ] Date:____________________________ Executed in the name and on behalf of the Company at Cleveland, Ohio as of the _________ day of _____________, _________. FOREST CITY ENTERPRISES, INC. By: _____________________________ Name: Title: 5 EX-10.3 4 fce-10qex1033312015.htm EXHIBIT 10.3 FCE-10Q EX10.3 3.31.2015 Exhibit 10.3 FOREST CITY ENTERPRISES, INC. PERFORMANCE SHARES AGREEMENT WHEREAS, ________________ (the "Grantee") is an employee of Forest City Enterprises, Inc. (the "Company") or one of its Subsidiaries; and WHEREAS, the grant of Performance Shares was authorized by a recognized overnight courier, (B) three (3) days resolution of the Compensation Committee (the "Committee") of the Board of Directors of the Company that was duly adopted on ___________ (the "Date of Grant"), and the execution of a Performance Shares Agreement substantially in the form hereof (this "Agreement") to evidence such grant was authorized by a resolution of the Committee that was duly adopted on the Date of Grant; and WHEREAS, on the Date of Grant the Committee also approved a Statement of Performance Goals (the "Statement of Performance Goals") setting forth the goals required to be achieved in order for the Grantee to earn some or all of the Performance Shares, up to a maximum of 200% of the Target Performance Shares (as defined below). NOW THEREFORE, pursuant to the Company's 1994 Stock Plan (As Amended and Restated as of March 14, 2013) (as amended by the First Amendment to the 1994 Stock Plan, dated December 17, 2013, the "Plan") and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby confirms to Grantee, effective as of the Date of Grant, the grant of _______________ Performance Shares (the "Target Performance Shares"). NOW, THEREFORE, the Company and the Grantee hereby agree as follows: 1. Definitions. All terms used herein with initial capital letters that are defined in the Plan shall have the meanings assigned to them in the Plan, and the following posting thereof additional terms, when used herein with initial capital letters, shall have the following meanings: (a) "Cause" shall have the meaning assigned to such term in the Grantee's employment agreement with the Company or a Subsidiary, or if there is no such employment agreement that defines such term, "Cause" means the Grantee's gross neglect of duty, dishonesty, conviction of a felony, disloyalty, intoxication, drug addiction or other similar misconduct adverse to the best interests of the Company. (b) "Disability" means disability as defined under the Company's Long Term Disability Plan, as amended from time to time. (c) "Management Objectives" means the relative total shareholder return calibrations established by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent Committee for the Grantee for the Performance Period covered by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address this Agreement as set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. Statement of Performance Goals. The total number of Performance Shares to be earned by the Grantee shall be determined using the schedules for relative total shareholder return set forth on the Statement of Performance Goals. (d) "Performance Period" means the period of three years commencing on January 1, 2015 and ending on December 31, 2017. View More
Notices. All notices, requests Any and demands to all notices or upon the Senior Lender other communications or the Debtors or the Subordinated Lender to be effective deliveries hereunder shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand del...ivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder and shall be deemed given and effective on the earlier earliest of (i) actual receipt thereof, the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:00 p.m. Boston time on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:00 p.m. Boston time on any date and (ii) (A) one (1) earlier than 11:59 p.m. Boston time on such date, (iii) the business day following posting thereof the date of mailing, if sent by a nationally recognized overnight courier, (B) three (3) days following posting thereof courier service, or (iv) upon actual receipt by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: whom such notice is required to be given. The addresses for such communications shall be: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower Company: MassRoots, Inc. 1624 Market St, Ste 201 Denver, CO 80202 If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If Holder: __________________________ __________________________ __________________________ 12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, Holder, the Debtors and Company may appoint a new warrant agent. Any corporation into which the Subordinated Lender Company or any new warrant agent may change their respective addresses and transmission numbers for notices by be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further action. Any such successor warrant agent shall promptly cause notice in of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the manner provided in this Section. Holder at the Holder's last address as shown on the Warrant Register. View More
Notices. All notices, requests Notices and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective all other communications provided for in this Agreement shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder and shall be given by (a...) hand delivery, (b) overnight courier, (c) registered delivered personally or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof sent by registered or certified mail, return receipt requested, or (C) upon by overnight carrier to the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party parties at its address the addresses set forth below or at (or such other address addresses as has been furnished in writing specified by a party to the other parties by like notice: notice): If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Company: Meridian Bioscience, Inc. 3471 River Hills Drive Cincinnati, Ohio 45244 Attention: Mr. Reid Krakower Chairman of the Board With a copy to: Keating Muething & Klekamp PLL Suite 1400 One East Fourth Street Cincinnati, Ohio 45202 Attention: James M. Jansing If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Executive: Mr. Joshua Sason If John P. Kenny ____________________________ ____________________________ 25. Representations of the Executive. The Executive represents and warrants to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco Company that: (a) The Senior Lender, Executive's acceptance of employment with the Debtors Company and the Subordinated Lender may change their respective addresses performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound. (b) The Executive's acceptance of employment with the Company and transmission numbers for notices by notice in the manner provided in this Section. performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer. View More
Notices. All notices, requests notices hereunder shall be effective when given, and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender shall be deemed to be effective given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar ove...rnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be in writing (except as expressly provided herein) addressed (i) if to the Holder, ___________________________________________, and (ii) if to the Company, at their respective addresses set forth below 137 Bay Street Unit #1, Santa Monica, CA 90405, tel: (702) 943-0320, or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder the Company shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been have furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. writing. View More
Notices. All notices, requests notices and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective other communications hereunder shall be in writing (except as expressly provided herein) and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, cable, telegram, facsimile transmission or telex to the parties at their respective the following addresses set forth belo...w or at such other address addresses as may hereafter shall be specified by the parties by like notice: (a) if to the Company: A. Schulman, Inc.Attention: Chief Executive Officer3637 Ridgewood RoadFairlawn, OH 44333Phone: 330-668-3751Facsimile: 330-668-7204 (b) if to the Indemnitee: ________________________________________Phone:_______________ Notice so given shall, in a the case of notice designated as a notice of change of address under this Section 17. Any notice or request required so given by mail, be deemed to be given hereunder shall be and received on the third calendar day after the date postmarked; in the case of notice so given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given delivery service, on the earlier date of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice delivery; and, in the manner provided in this Section. case of notice so given by cable, telegram, facsimile transmission, telex or personal delivery, on the date of actual transmission or, as the case may be, personal delivery. View More
Notices. All notices, requests and demands to Any notice required or upon the Senior Lender or the Debtors or the Subordinated Lender permitted to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below made or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be given by (a) hand delivery, (b) overnight co...urier, (c) registered mailed or certified mail, return receipt requested, or (d) facsimile delivered personally to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address addresses set forth below below, or at such other address as has been furnished in writing changed from time to time by a party written notice to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park other: The Company: Armada Oil, Inc. 5220 Spring Valley Rd Suite 615 Dallas, TX 75254 Attention: CEO With a copy to: Gottbetter & Partners, LLP 488 Madison Avenue, 9th 12th Floor New York, N.Y. NY 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If Adam S. Gottbetter The Optionee: 5 ARMADA OIL, INC. Per: Randy M. Griffin, CEO [Name of Recipient] Tax ID # 6 EXHIBIT A TERMS OF THE OPTION Name of the Optionee: ____________________ Date of Grant: _____ __, 201_ Designation: [Incentive] [Non-Qualified] Stock Options 1. Number of Options granted: ___________ shares 2. Purchase Price: $______ per share 3. Vesting Dates: _____ __, 201_ – _________ shares 4. Expiration Date: _____ __, 201_ 7 EXHIBIT B To:Armada Oil, Inc. Attention: CEO Notice of Election to Exercise This Notice of Election to Exercise shall constitute proper notice under Armada Oil, Inc.'s (the "Company") 2012 Long-Term Incentive Plan (the "2012 Plan") pursuant to Section 8 of that certain Stock Option Agreement (the "Agreement") dated as of the ___ day of _______, 201_, between the Company and the undersigned. The undersigned hereby elects to exercise Optionee's option to purchase ______________ shares of the common stock of the Company at a price of US$____ per share, for aggregate consideration of US$_________, on the terms and conditions set forth in the Agreement and the 2012 Plan. Such aggregate consideration, in the form specified in Section 8 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: Name to appear on certificates Name Address Address Telephone Number DATED at ____________________________________, the day of ________________________, 20___. (Name of Optionee – Please type or print) (Signature and, if applicable, Office) (Address of Optionee) (City, State, and Zip Code of Optionee) 8 EX-10.3 4 v342631_ex10-3.htm EX-10.3 EXHIBIT 10.3 STOCK OPTION AGREEMENT ARMADA OIL, INC. THIS AGREEMENT is entered into as of the ____ day of _______, 201_ (the "Date of Grant") BETWEEN: ARMADA OIL, INC., a company incorporated pursuant to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If laws of the State of Nevada, (the "Company") AND:[Name of Recipient] (the "Optionee"). WHEREAS: The Board of Directors of the Company (the "Board") has approved and adopted the Armada Oil, Inc. 2012 Long-Term Incentive Plan (the "2012 Plan"), pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares of the Company (the "Common Stock"); The 2012 Plan provides for the granting of stock options that either (i) are intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) do not qualify under Section 422 of the Code ("Non-Qualified Stock Options"); and The Board has authorized the grant to Optionee of options to purchase a total of _______________________ (_______) shares of Common Stock (the "Options"), which Options are intended to be (select one): [ ] Incentive Stock Options; [ ] Non-Qualified Stock Options NOW THEREFORE, the Company agrees to offer to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, Optionee the Debtors option to purchase, upon the terms and the Subordinated Lender may change their respective addresses conditions set forth herein and transmission numbers for notices by notice in the manner provided Plan, __________________ (______) shares of Common Stock. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in this Section. the 2012 Plan. View More
Notices. All Any notices, requests and demands to consents, waivers or upon the Senior Lender other communications required or the Debtors or the Subordinated Lender permitted to be effective shall given under the terms of this Agreement must be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to ...be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall and will be deemed given on the earlier of to have been delivered: (i) actual receipt thereof, and upon receipt, if delivered personally; (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent, if sent by facsimile with electronic (provided confirmation of its receipt, transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient's e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case case, properly addressed to each party at its address set forth below or at such other address as has been furnished in writing by a the party to receive the other by like notice: same. The addresses, facsimile numbers and e-mail addresses for such communications shall be: If to the Borrower: ______________________ ______________________ ______________________ ______________________ If to the Senior Lender: Renewable Power Sources, Agent: GPB Debt Holdings II, LLC 445 Park Avenue, 9th 535 West 24Th Street, Floor 4 New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower NY 10011 Attn: Evan Myrianthropoulos Tim Cruetz -8- If to a Senior Creditor or a Subordinated Creditor, to its address, facsimile number set forth on the Schedule I, with copies to such Senior Creditor's or Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Creditor's representatives as set forth on the Schedule of Buyers, with a copy (for informational purposes only) to: Gracin & Marlow, LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 907-6457 Facsimile: (212) 208-4657 Attention: Mr. Joshua Sason If Leslie Marlow, Esq. or to such other address, facsimile number or e-mail address and/or to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, attention of such other Person as the Debtors recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the Subordinated Lender may change their respective addresses e-mail transmission containing the time, date and transmission numbers for notices recipient e-mail address shall be rebuttable evidence of receipt by notice e-mail in the manner provided in this Section. accordance with clause (iii) above. View More
