Notices Contract Clauses (104,236)

Notices. All Except as set forth in Section 2 hereof, all notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company. Notice by first-class mail, overnight mail or courier shall be effective upon receipt by the recipient, and notice delivered by facsimile or email shall be deemed received on the date sent (with confirmation of transmission). View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to each Manager, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013 Attention: General Counsel, facsimile number 1-646-291-1469, Barclays Capital Inc., 745 7th Avenue, New York, NY 10019, Attn: Syndicate Registration, Fax: 646-834-8133, Credit Suisse Securities (USA), LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:... General Counsel, Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005 (fax: (212) 797-9344); Attention: Equity Capital Markets - Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 2nd 4th Floor, New York, New York 10005 (fax: (212) 797-4561); Attention: General Counsel, Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Adam Rosenbluth (Fax: 646-441-4870), with a copy to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention Brett Chalmers, Mitsubishi 37 UFJ Securities (USA), Inc., 1221 Avenue of the Americas, 6th Floor, 1633 Broadway New York, NY, 10020, New York 10019, Attn: Capital Markets Group (Fax: (646) 434-3455), Mizuho Securities USA Inc., 320 Park Avenue – 12th Floor, New York, NY 10022, Attention: Equity Capital Markets Desk, Fax No. : (212) 205-8400, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 33 10281, Fax: (212) 428-6260, SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY 10172, Attention: Michelle Petropoulos (Fax: 212-224-3496), SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, 11th Floor, Atlanta, GA 30326, Attention: Equity Syndicate (fax: (404) 926-5872), UBS Securities LLC, 1285 Avenue of the Americas, New York, NY New York 10019, Attention: Syndicate (fax: (212) 713-3371) and Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate; General Counsel; or, if sent to the Company, Partnership, will be mailed, delivered or telefaxed to 713-386-3091 713-386-4263 and confirmed to it at Spectra Energy Corp, Partners, LP, 5400 Westheimer, Houston, Texas 77056, Attention: Christopher Agbe-Davies, Deputy General Counsel. Patricia M. Rice, Secretary. View More

Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Syndicate (facsimile: (212) 713-3371) and Barclays Capital Inc., 745 Seventh Avenue, BTIG, LLC, 65 E 55th Street, New York, New York 10019, York, 10022, Attention: Syndication Registration General Counsel (facsimile: (646) 834-8133); (212) 588-6554), with a copy to White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Joel Rubinstein; if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 40 West 57th Street, c/o 38/F, Champion Tower, 3 Garden Road, Central, Hong Kong, Attention: Daniel Wong, with a copy to Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10019, NY 10105, Attention: Gavin Cuneo, Co-Chief Executive Officer. 33 12. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b). The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. Stuart Neuhauser. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, fax: (646) 291-1469 and Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629 fax: (212) 325-4296 Attention: IBCM-Legal. 35 13.SUCCESSORS. This Agreement will inure to the benefit of and be binding... upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section ‎8 hereof, and no other person will have any right or obligation hereunder. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, Representative, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, fax: (646) 291-1469 291-1469. 37 13. SUCCESSORS. This Agreement will inure to the benefit of and Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629 fax: (212) 325-4296 Attention:... IBCM-Legal. be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section ‎8 hereof, and no other person will have any right or obligation hereunder. View More

Notices. (a) Every notice or For the purposes of this Agreement, notices and all other communication required or contemplated by this communications provided for in the Agreement must shall be in writing and sent by one of the following methods: (1)personal delivery, in which case delivery will shall be deemed to occur the day of delivery; (2)certified have been duly given when delivered or mailed by United States registered mail, postage prepaid, return receipt requested, in which case delivery will be... deemed to occur the day it is officially recorded by the U.S. Postal Service as delivered postage prepaid, addressed to the intended recipient; or (3)next-day delivery to a U.S. address by recognized overnight delivery service such as Federal Express, in which case delivery will be deemed to occur upon receipt. (b) In each case, a notice or other communication sent to a party must be directed respective addresses set forth below: (a) If to the address for that party set forth below, or to another address designated by that party by written notice: 3 Corporation: Twin Disc, Incorporated 1328 Racine Street Racine, Wisconsin 53403 Attention: Corporate Secretary (b) If to Propell: Propell Technologies Group, Inc. 1701 Commerce Street, 2nd Floor Houston, Texas 77002 Attention: John Huemoeller with a copy to: Gracin & Marlow, LLP The Chrysler Building 405 Lexington Avenue, 25th Floor New York, New York 10174 Attention: Leslie Marlow If to Director: _____________________ [Address] 14. Counterparts. This Employee: _________________________ Twin Disc, Incorporated 1328 Racine Street Racine, Wisconsin 53403 8. Miscellaneous. No provision of this Agreement may be executed modified, waived or discharged unless such waiver, modification or discharge is agreed to in several counterparts, each writing and signed by Employee and such officer as may be specifically designated by the Board. The validity, interpretation, construction and performance of which is an original and all of which together constitute one and the same instrument. The undersigned are signing this Agreement on shall be governed by the date stated in laws of the introductory clause. PROPELL TECHNOLOGIES GROUP, INC. By: Name: John Huemoeller Title: Chief Executive Officer DIRECTOR: 4 EX-4.25 3 v404437_ex4-25.htm EXHIBIT 4.25 Exhibit 4.25 RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement is dated as State of __________(this "Agreement"), and is between PROPELL TECHNOLOGIES GROUP, INC., a Delaware corporation ("Propell"), and ________________, an individual ("Director"). WHEREAS, Director is a director of Propell. Propell considers Director's continued services by Propell to be important to its growth, and consequently Propell wishes to grant to Director, shares of Propell restricted common stock, subject to the terms of this Agreement. The parties therefore agree as follows: 1. Grant of Stock. Propell hereby issues to Director [_________] shares of Propell common stock, subject to vesting as provided in section 2 (those shares and any securities issued in respect of or as replacements for those shares, the "Shares"). Wisconsin. View More

Notices. (a) Every notice or other communication required or contemplated by this Agreement must be in writing and sent by one of the following methods: (1)personal delivery, in which case delivery will be deemed to occur the day of delivery; (2)certified or registered mail, postage prepaid, return receipt requested, in which case delivery will be deemed to occur the day it is officially recorded by the U.S. Postal Service as delivered to the intended recipient; or (3)next-day delivery to a U.S. address... by recognized overnight delivery service such as Federal Express, in which case delivery will be deemed to occur upon receipt. 3 (b) In each case, a notice or other communication sent to a party must be directed to the address for that party set forth below, or to another address designated by that party by written notice: 3 If to Propell: Propell Technologies Group, Inc. 1701 Commerce Street, 2nd Floor Pledge: Pledge Petroleum Corp. 10655 Bammel North Houston Road Houston, Texas 77002 Attention: John Huemoeller 77086 with a copy to: Gracin & Marlow, LLP The Chrysler Building 405 Lexington Avenue, 25th Floor New York, New York 10174 Attention: Leslie Marlow If to Director: _____________________ [Address] 14. Grantee: [_____________] 15. Counterparts. This Agreement may be executed in several counterparts, each of which is an original and all of which together constitute one and the same instrument. The undersigned are signing this Agreement on the date stated in the introductory clause. PROPELL TECHNOLOGIES GROUP, INC. PLEDGE PETROLEUM CORP. By: Name: John Huemoeller Zotos Title: Chief Executive Officer DIRECTOR: Secretary GRANTEE: 4 EX-4.25 3 v404437_ex4-25.htm EX-4.10 2 tv494029_ex4-10.htm EXHIBIT 4.25 4.10 Exhibit 4.25 4.10 RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement is dated as of __________(this [_____________] (this "Agreement"), and is between PROPELL TECHNOLOGIES GROUP, INC., PLEDGE PETROLEUM CORP., a Delaware corporation ("Propell"), ("Pledge"), and ________________, John Huemoeller, an individual ("Director"). ("Grantee"). WHEREAS, Director Grantee is a director member of Propell. Propell the board of directors of Pledge, Pledge considers Director's Grantee's continued services as a director by Propell Pledge to be important to its growth, and consequently Propell Pledge wishes to grant to Director, Grantee, shares of Propell Pledge restricted common stock, subject to the terms of this Agreement. The parties therefore agree as follows: 1. Grant of Stock. Propell Pledge hereby issues to Director [_________] Grantee [_____________] shares of Propell Pledge common stock, subject to vesting as provided in section 2 (those shares and any securities issued in respect of or as replacements for those shares, the "Shares"). "Shares" or the "Restricted Shares"). View More

Notices. All notices, requests, demands, demands and other communications called for hereunder will shall be in writing and will shall be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a well-established well established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other... addresses as the parties may later designate in writing: If to the Company: Zag.com Inc. 525 Broadway Avenue Suite 300 Santa Monica, California 90401 Attn: Chair of the Compensation Committee of the Board of Directors Autodesk, Inc. 111 McInnis Parkway San Rafael, CA 94903 Corporate Secretary If to Executive: at the last residential address known by the Company as provided by Executive in writing. Company. View More

Notices. All notices, requests, demands, demands and other communications called for hereunder will shall be in writing and will shall be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a well-established well established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other... addresses as the parties may later designate in writing: If to the Company: at the Company's then principal business address Attn: Chair of the Compensation Committee of the The Board of Directors Autodesk, Inc. 111 McInnis Parkway San Rafael, CA 94903 If to Executive: at the last residential address known by the Company as provided by Executive in writing. Company. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646) 291-1469) and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Equity Syndicate Desk (fax no. : (212) 622-8358), and confirmed to Kirkland & Ellis LLP, 601 Lexington, New York, NY 10022,... Attention: Christian O. Nagler and Peter Seligson (fax no. : (212) 446-4900); or, if sent to the Company, will be mailed, delivered or telefaxed to Hudson Executive Investment Corp., Attention: Douglas G. Bergeron, [ ], and confirmed to Winston & Strawn LLP, Attention: Joel Rubenstein (fax no. : (213) 615-1750). [ ]-[ ]). View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646) 291-1469) and 291-1469); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Equity Syndicate Desk (fax no. : (212) 622-8358), and Barclays Capital Inc., 745 Seventh Avenue, New York, New... York 10019, Attention: Director of Litigation, Office of the General Counsel, and confirmed to Kirkland & Ellis LLP, 601 Lexington, New York, NY 10022, Attention: Christian O. Nagler and Peter Seligson (fax no. : (212) 446-4900); or, if sent to the Company, will be mailed, delivered or telefaxed to Hudson Executive Investment Corp., Corp. II, Attention: Douglas G. Bergeron, and confirmed to Winston & Strawn Milbank LLP, 55 Hudson Yards, New York, New York 10001, Attention: Joel Rubenstein Rod Miller (fax no. : (213) 615-1750). (212) 822-5022). 26 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the executive officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646) 291-1469) and 291-1469); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Equity Syndicate Desk (fax no. : (212) 622-8358), and Barclays Capital Inc., 745 Seventh Avenue, New York, New... York 10019, Attention: Director of Litigation, Office of the General Counsel, and confirmed to Kirkland & Ellis LLP, 601 Lexington, New York, NY 10022, Attention: 26 Christian O. Nagler and Peter Seligson (fax no. : (212) 446-4900); or, if sent to the Company, will be mailed, delivered or telefaxed to Hudson Executive Investment Corp., Corp. III, Attention: Douglas G. Bergeron, and confirmed to Winston & Strawn Milbank LLP, 55 Hudson Yards, New York, New York 10001, Attention: Joel Rubenstein Rod Miller (fax no. : (213) 615-1750). (212) 822-5022). View More

Notices. Any notice to the Company provided for in this Award Agreement must be in writing and will be deemed given: (a) on the date established by the sender as having been delivered personally; (b) on the date delivered by a private, nationally recognized, overnight courier as established by the sender by evidence obtained from the courier; (c) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the 1 Note: The proviso in this sentence will apply... only to Awards, if any, in the form attached to the Plan as of May 4, 2012 or attached to that certain side letter entered into on May 4, 2012 or any subsequent award agreement that is approved by the Board and Smith & Nephew, Inc. in accordance with Section 10(b) of the Plan. PHANTOM AWARD (EXECUTIVE) /WATERFALL recipient (and, if not sent during normal business hours of the recipient, then on the next business day); or (d) on the fifth business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such Communications, communications, to be valid, must be addressed as follows: If to the Company, to: Bioventus LLC 4721 Emperor Blvd. Suite 100 Attention: General Counsel Facsimile: 866-467-1531 If to the Grantee, to the address on file with the Company. If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above will control for purposes of determining when such notice is deemed to have been given. View More

Notices. All notices and other communications called for hereunder shall be made in writing and, unless otherwise specifically provided herein, shall be deemed to have been duly made or given when made delivered by hand or given in accordance with the procedures set forth in the SPA and mailed first class, postage prepaid, addressed as follows: if to any Guarantor, at the address set forth beneath its signature hereto, and if to the Lender, Secured Party, at the address for notices to the Lender Secured... Party set forth in the SPA, or at such address as either any party may designate in writing to the other. other parties. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no. : (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 35 10013, Attention: General Counsel and Counsel; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate... Registration (Fax: (646) 834-8133), 834-8133); RBC Capital Markets, LLC, 3 World Financial Center, 8th Floor, 200 Vesey Street, New York, NY 10281, Attention: Michael Goldberg, Syndicate Director, Fax: (212) 428-6260; Tudor, Pickering, Holt & Co. Securities, Inc. [•], with a copy, in the case of any notice pursuant to Section 8 hereof, to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; 10019 and [•]; or, if sent to the Partnership PennTex Parties, will be mailed, delivered or telefaxed to 811 Main Street, 11931 Wickchester Ln., Suite 2800, 300, Houston, Texas 77002, 77043, Attention: [•]. Stephen M. Moore. View More