Notices Contract Clauses (104,236)

Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received using one or a combination of the following methods: (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (iii) immediately upon delivery by hand; or... (iv) on the date sent by email. In each case, the intended recipient is set forth below: if to Stockholder to: Elephant Partners I, LP Elephant Partners II, LP Elephant Partners 2019 SPV-A, LP c/o JAHD Management Company, LLC 8 Newbury Street, 6th Floor Boston, MA 02116 Attn: Patrick Cammarata Email: [* * *] with a copy (which will not constitute notice) to: Latham & Watkins LLP 330 North Wabash Ave. Chicago, IL 60611 Attn: Bradley Faris and Hans Brigham Email: [* * *] [* * *] if to Parent to: c/o Vista Equity Partners management, LLC Four Embarcadero Center, 20th Floor San Francisco, California 94111 Attn: Rod Aliabadi Nick Prickel Christina Lema Email: [* * *] [* * *] [* * *] 16 with a copy (which will not constitute notice) to: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Daniel Wolf, P.C. David M. Klein, P.C. Chelsea Darnell Email: [* * *] [* * *] [* * *] Kirkland & Ellis LLP 555 California Street San Francisco, CA 94104 Attention: Stuart E. Casillas, P.C. Ari Levi Email: [* * *] [* * *] if to the Company (prior to the Effective Time) to: KnowBe4, Inc. 33 North Garden Avenue, Suite 12000 Clearwater, Florida 33755 Attn: General Counsel Email: [* * *] with a copy (which will not constitute notice) to: Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 Attn: Megan J. Baier Catherine V. Riley Tzipori Email: [* * *] [* * *] and Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105 Attn: Todd Cleary Email: [* * *] 17 and Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 Attn: Douglas K. Schnell Email: [* * *] with a copy (which will not constitute notice) to: Potter Anderson & Corroon LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Attn: Mark A. Morton Alyssa K. Ronan Email: [* * *] [* * *] 16. Interpretation. Where a reference in this Agreement is made to a section or exhibit, such reference shall be to a section of or exhibit to this Agreement unless otherwise indicated. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The words "includes" or "including" shall mean "including without limitation," the words "hereof," "hereby," "herein," "hereunder" and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply "if," any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any Law in this Agreement shall mean such Law as from time to time amended, modified or supplemented. Each reference to a "wholly owned Subsidiary" or "wholly owned Subsidiaries" of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). View More

Notices. Any notice required or permitted under this Award Agreement shall be in writing and shall be deemed properly given: 7.1 in the case of notice to the Company, if delivered in person to the Secretary of the Company, or mailed to the Company to the attention of the Secretary by registered mail (return receipt requested) at 216 Airport Drive, Rochester, New Hampshire, 03867, or at such other address as the Company may from time to time hereafter designate by written notice to the Participant; and... 7.2 in the case of notice to the Participant, if delivered to him or her in person, or mailed to him or her by registered mail (return receipt requested) at the last known residence address provided by Participant to the Company or at such other address as the Participant may from time to time hereafter designate by written notice to the Company. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriter, will be delivered to the Underwriter at the address first above written; or if sent to the Company, will be delivered to RFS Holding, L.L.C., 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Paul Clancy, Structured Finance Counsel.

Notices. Any notices provided for in Participant's Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

Notices. Any notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when mailed by first class registered or certified, postage prepaid, to their addresses as set forth above, or by courier delivery or by fax or email with confirmed receipt, or to such other address as shall be designated by such party by notice given in accordance herewith. Copies of all notices to the Company shall be sent to Robert Weinstein Chief Financial Officer Neurotrope, Inc.... 50 Park Place, Suite 1401 Newark, New Jersey 07102 Tel: 917.837.4543 Email: rweinstein@neurotropebioscience.com Copies of all notices to the Consultant shall be sent to Andrew Freedman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019 Tel: (212) 451-2250 Fax: (212) 451-2222 Email: afreedman@olshanlaw.com 9. General Provisions. (a) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not be invalidate or render unenforceability such provision in any other jurisdiction. (b) No failure to exercise nor any delay in exercising on the part of any party of any right, power or privilege hereunder shall operate as a waiver thereof; not shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law. (c) None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Consultant and the Company. This Agreement shall inure to the benefit of and be enforceable by and binding upon Consultant and the Company and their respective heirs, personal representatives, successors and assigns. Neither the Company nor Consultant shall transfer or assign their rights or obligations under this Agreement. (d) Each of the parties hereto shall cooperate and take such actions, and execute such other documents and instruments, as may be reasonably requested by the others in order to carry out the provisions and purposes of this Agreement. (e) This Agreement may be executed in counterpart copies and each of which shall be an original but all of which shall constitute a single instrument. (f) The provisions and covenants set forth in this Agreement are for the benefit of the parties to this Agreement and not for the benefit of any third party or other person, and no third party or other person shall have any right to enforce the provisions and covenants against any party hereto. (g) This Agreement shall be construed and governed by the laws of the State of New York. Each party hereto for himself, itself and his or its heirs, personal representatives, successors and assigns, hereby consents to personal jurisdiction over him, it and them in the federal and state courts located in the State of New York. The Consultant may enforce this Agreement both in New York and any state where the Company is located. (h) The Company represents and warrants to Consultant that this Agreement has been duly authorized by all necessary corporate action, has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms. (i) The Company will require any successor (whether direct or indirect, by purchase of assets or capital stock, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the "Company" shall mean the Company as hereinabove defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. View More

Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Contractor: Steven E. Wilson 4601 – 4th Avenue Vienna, WV 26105 If to United: United Bankshares, Inc. Attn. : Richard M. Adams 514 Market Street Parkersburg, West Virginia 26101 12.... Separation from Service. In the event of a termination of this Agreement pursuant to paragraph 5, regardless of whether or not Contractor may continue thereafter to serve as a member of the Board of Directors of United or any affiliate, or to otherwise provide any services as an independent contractor for United or any affiliate, and regardless of whether or not Contractor shall thereby meet or fail to meet the definition of "Separation from Service" with regard to United or any affiliate, due to any such continued service as an independent contractor other than under this Agreement, this Agreement shall nevertheless terminate and in no event shall Contractor be entitled to any compensation under this Agreement for any period from or after such date of termination of this Agreement. "Separation from Service" means the good faith, complete expiration and termination of Contractor's service, hereunder or otherwise as an independent contractor for United or any affiliate, including but not limited to as a member of the Board of Directors or otherwise, as the case may be, for any reason. In addition, the term "Separation from Service" shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A which are incorporated herein by reference, but in all events, regardless of whether or not, upon termination of this Agreement under paragraph 5, Contractor has "Separated from Service" as a member of the Board of Directors of United or any affiliate, or otherwise as an independent contractor for United or any affiliate other than under this Agreement, no compensation shall be due under this Agreement for any period from and after termination of this Agreement under paragraph 5 of this Agreement. View More

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 6:30 p.m. (Las Vegas, Nevada. 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 Agreement later than 6:30 p.m. (Las Vegas, Nevada. time) on any date and earlier than 11:59p.m. (Las Vegas, Nevada. time) on such date, (iii) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given as follows: To the Client: Brandon David Romanek: (702) 602-8422 To the Consultant: Parker Mitchell: (702) 742-8991 3 9. WAIVER OF BREACH. Any waiver by either party or a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party. View More

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Representative, shall be mailed, delivered or telecopied to Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Managing Director, with a copy to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, telecopy number: (212) 983-3115, Attention: Ivan K. Blumenthal; and if to the Company, shall be mailed, delivered or telecopied to it at 199... Hayden Avenue, Suite 390, Lexington, MA 02421, telecopy number: (781) 357-2333, Attention: Robert W. Clarke, Ph.D., Chief Executive Officer and President, with a copy to Haynes and Boone, LLP, 30 Rockefeller Plaza, 26th Floor, New York, NY 10112, telecopy number: (212) 884-8234, Attention: Rick Werner; or in each case to such other address as the person to be notified may have requested in writing. 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. View More

Notices. With respect to all notices or other written communications hereunder, such notice or written communication shall be given in writing, and shall be deemed effective upon delivery by a recognized next-day courier service, pursuant to the Loan Agreement, as amended by this Agreement to: Name: Gerber Finance Inc. Address: 488 Madison Avenue, Suite 800 New York, New York 10022 Attention: Gerald L. Joseph Telephone: (212) 888-3833 Facsimile: (212) 888-1637 Name: KBS Builders, Inc. Address: 300 Park... Street South Paris, Maine 0428 Attention: Dan Koch Telephone: (651) 235-6430 Facsimile: (651) 704-1820 Name: ATRM Holdings, Inc. Address: 3050 Echo Lake Avenue, Suite 300 Mahtomedi, Minnesota 55155 Attention: Dan Koch Telephone: (651) 235-6430 Facsimile: (651) 704-1820 8 Name: Digirad Corporation Address: 1048 Industrial Court Suwanee, GA 30024 Attention: David Noble, Chief Financial Officer Telephone: (203) 489-9502 Facsimile: (858) 726-1546 13. Loan Documents. This Agreement and all other documents executed in connection herewith shall each constitute a Loan Document for all purposes under the Note, the Guaranty, the Subordination Agreement, the Loan Agreement and the other Loan Documents. All references in each of the Loan Documents to the Loan Agreement shall be deemed to be a reference to the Loan Agreement as amended by this Agreement and as the same may be further amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. All references in each of the Loan Documents to the Loan Documents or to any particular Loan Document shall be deemed to be a reference to such Loan Documents as amended by this Agreement, and as the same may be further amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. All references in the Loan Documents to a particular section of a Loan Document shall be deemed to be a reference to the particular section of such Loan Document as amended by this Agreement, and as the same may be further amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. View More

Notices. 10.1 All notices or demands of any kind required or permitted to be given by the Company or Executive under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: 11 If to the Company: PETCO Animal Supplies, Inc. c/o CVC Capital Partners Advisory (US), Inc. One Maritime, Suite 1610 San Francisco, CA 94111 Attn: Cameron Breitner and PETCO Animal Supplies, Inc. c/o... Canada Pension Plan Investment Board One Queen Street East, Suite 2500 Toronto, ON, M5C 2W5 Attn: Scott Nishi with a copy (which shall not constitute notice) to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Attention: Sean P. Griffiths If to Executive: At the address reflected in the Company's payroll records. Any such written notice shall be deemed received when personally delivered or three (3) days after its deposit in the United States mail as specified above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section. View More