Notices Contract Clauses (104,236)

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement,... or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Tailwind Acquisition Corp. 1545 Courtney Ave Los Angeles, California 90046 Attention: Chris Hollod With a copy, which shall not constitute notice, to: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attn: Christian O. Nagler Peter S. Seligson or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service mailed first class, registered or certified mail,... postage prepaid, as set forth below:If to the Company, addressed to: ADDvantage Technologies Group, Inc. 1430 Bradley Lane Carollton, TX 75007 Facsimile: (469) 581-2545 6 If to Executive, addressed to: Executive's notice addressas set forth on Exhibit A. or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. View More

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery... service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Tessera Technologies, Inc. 3025 Orchard Parkway San Jose, California 95134 Attention: General Counsel Facsimile: (408) 321-2907 With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Suite 1400 Palo Alto, California 94301 Attention: Kenton J. King Telephone: (650) 470-4530 Facsimile: (650) 798-6527 If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington Avenue, 19th Floor New York, New York 10022 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Facsimile: (212) 845-7988 With a copy to: Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Attention: Steve Wolosky, Esq. Telephone: (212) 451-2333 Facsimile: (212) 451-2222 10. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company, will be mailed, delivered or telefaxed to Targa Resources Corp. and confirmed to it at 811 Louisiana Street, Suite 2100, Houston, Texas 77002, attention of Paul W. Chung, General Counsel (fax no. 713.554.1110) with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760, attention of Thomas G. Zentner (fax no. 713.758.2346); or, if sent to each Manager,... will be mailed, delivered or telefaxed to: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: Equity Syndicate (with a copy to the attention of the Legal Department) Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Attention: General Counsel BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street, Ste. 300 Richmond, Virginia 23219 Attention: Reid Burford Capital One Securities, Inc. 299 Park Avenue, 31st Floor New York, New York 10171 Attention: Phil Winiecki Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019 Attention: Equity Capital Markets Facsimile: (212) 261-2516 37 Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Equity Capital Markets Facsimile: (615) 687-3019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention: Registration Department J.P. Morgan Securities LLC 383 Madison Avenue, 10th Floor New York, New York 10179 Attention: Adam Rosenbluth and Brett Chalmers Jefferies LLC 520 Madison Avenue New York, New York 10022 Attention: General Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Attention: Thomas Opladen Jr. Facsimile: (415) 835-2514 MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020 Attention: Capital Markets Group Facsimile: (646) 434-3455 RBC Capital Markets, LLC 200 Vesey Street, 108th Floor New York, New York 10281 Attention: Equity Syndicate Facsimile: (212) 428-6260 Scotia Capital (USA) Inc. 250 Vesey Street, 24th floor New York, New York 10281 Attention: Equity Capital Markets Facsimile: (212) 225-6653 SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, New York 10172 Attention: Equity Capital Markets SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, 11th Floor Atlanta, Georgia 30326 Attention: General Counsel TD Securities (USA) LLC 31 West 52nd Street, 19th Floor New York, New York, 10019 Attention: Equity Capital Markets Facsimile: (212) 827-7252 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 Attention: Equity Syndicate Department Facsimile: (212) 214-5918 11. 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 7 hereof, and no other person will have any right or obligation hereunder. This Agreement shall each inure to the benefit of and be binding upon BofAML Securities, Inc. as an assignee to Merrill Lynch, Pierce, Fenner & Smith Incorporated without prior written consent of any party. View More

Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Treasurer and a copy to the General Counsel, each copy addressed to the principal Participant office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the... addressee. 11 20. Governing Law. This Grant shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the state of New York or the State of Delaware, and each of the Participant, the Company, and any transferees hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement (or any provision incorporated by reference) brought in any court of competent jurisdiction in the state of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.21. Shares Subject to Plan. The Participant acknowledges that the Participant has received and read a copy of the Plan. The Performance Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.22. Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Participant hereunder without the consent of the Participant. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.23 Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. View More

Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD and RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281 Attention: Equity Syndicate, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 210 Sixth Avenue, Pittsburgh,... Pennsylvania 15222, Attention: Vincent Grieco, General Counsel, with copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, NY, 10004, Attention: Andrew B. Barkan, or, if sent to AEA EWT Holdings LP, will be mailed, delivered or telegraphed and confirmed to it at 666 Fifth Avenue, 36th Floor, New York, NY 10103, Attention: Barbara L. Burns; provided, however, that any notice to an Underwriter pursuant to Section 9 will be mailed, delivered or telegraphed and confirmed to such Underwriter. View More

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representative c/o Piper Jaffray & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, with a copy to General Counsel; if to the Company, shall be mailed or delivered to it at Recro Pharma, Inc., 490 Lapp Road, Malvern, Pennsylvania, 19355,... Attention: Chief Executive Officer. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. 21 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters. View More

Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Recipient shall be in writing and addressed to Recipient at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered... upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile. View More

Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Company's Chief People Officer at the Company's principal corporate offices. Any notice required to be delivered to you shall be in writing and addressed to your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.9.Governing Law. This Agreement will be construed and... interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.10.Interpretation. This Agreement is subject to the Plan as approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Either party must submit any dispute regarding the interpretation of this Agreement to the Committee for review. The Committee's resolution of any dispute is final and binding on both parties.11.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the Company's successors and assigns. Subject to the restrictions on transfer, this Agreement will be binding upon you and your 3 beneficiaries, executors, administrators and the person(s) to whom your Earn-Out RSUs may be transferred by will or the laws of descent or distribution.12.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.13.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of your Earn-Out RSUs in this Agreement does not create any contractual right or other right to receive any Earn-Out RSUs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment or service with the Company or any Affiliate.14.Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel your Earn-Out RSUs, prospectively or retroactively; provided, that, no such action shall adversely affect your material rights under this Agreement without regard to this Section 14 without your consent. View More