Notices Contract Clauses (104,236)

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed, mailed or delivered or telecopied to National Securities Corporation, 200 Vesey St, 25th H.C Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, NY 10281, fax: (212) 380-2828 New York 10022, Attention: Jonathan Rich; Head of Investment Banking; if to the Company, shall be mailed, delivered or telecopied to Checkpoint Therapeutics, Inc., 2 Gansvoort Street,... 9th Floor, New York, New York 10014, attention of Chief Financial Officer, with a copy to Alston & Bird LLP, 90 Park Avenue, New York, New York 10016, attention: Mark McElreath; 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. All communications hereunder will be in writing and effective only on receipt, and (i) if sent to the Representatives, will be mailed, delivered or telefaxed to them care of the address set forth in Schedule I hereto; or (ii) if sent to the Company, will be mailed, delivered or telefaxed to (860) 827-3911 and confirmed to it at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, attention of the Treasurer. 22 13. Successors. This Agreement will inure to the benefit... of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 8 hereof and their respective successors, and no other person will have any right or obligation hereunder. View More

Notices. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. All statements, requests, notices and agreements hereunder shall be in writing, and (i) if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Underwriters in care of Mizuho Securities... USA LLC, Inc., 320 Park Avenue, 11th Floor, New York, New York 10022, Attention: Debt Capital Markets Desk, Markets, Fax: (212) 205-7812; PNC Capital Markets LLC, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Head of Corporate Services, Fax: 412-762-2760; Regions Securities LLC, 1180 West Peachtree Street NW, Atlanta, Georgia 30309, Attention: Debt Capital Markets, Fax: (404) 279-7475 TD Securities (USA) LLC, 31 West 52nd Street, 2nd Floor, New York, New York 10019, Email: ustmg@tdsecurities.com, Attention: Transaction Management Group; 279-7475; and U.S. Bancorp Investments, Inc., 214 North Tryon Street, EX-NC-WSTC, 26th Floor, Charlotte, North Carolina 28202, Attention: Investment Grade Syndicate, Fax: (877) 733-3462, Attention: High Grade Syndicate; 774-3462; and (ii) if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the Company, 1111 Louisiana Street, Avenue, Houston, Texas 77002, Attention: Monica Karuturi, Esq. Fax: (713) 207-0141. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. View More

Notices. The Company will give notice to the Holder Holders promptly upon each adjustment of the Exercise Price and the number of Warrant Shares and upon a Change of Control Transaction. Shares. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by... facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below: If to the Company: TheMaven, Inc. 1500 Fourth Avenue, Suite 200 200, Seattle, WA 98101 Attention: Legal Department Chief Financial Officer Email: legal@maven.io 8 With a copy to (which shall not constitute notice hereunder): Hand Baldachin & Associates LLP 8 West 40th Street, 12th Floor New York, NY 10018 Attention: Alan Baldachin E-mail: abaldachin@hballp.com notices@maven.io If to a Holder, to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company. View More

Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify): If to the Company, to: Take-Two Interactive Software, Inc. 622 Broadway New York, New York 10012 Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY... 11747 Attention: General CounselIf Secretary If to the Participant, you, to the address on file with indicated at the Company.10. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to end of this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section.11. Exhibit 10.110. Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units pursuant hereto shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or local foreign securities laws, rules, and regulations. law. No Shares shares of Restricted Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable U.S. federal, state or local foreign securities laws or other laws, rules, law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement grant of the Restricted Stock Units, Award, the Company may require the Participant you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.The Shares regulation. The shares of Restricted Stock are being issued to the Participant you and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents warranties. You acknowledge, represent and warrants that:(a) He or she has warrant that: (a) you have been advised that he or she you may be an "affiliate" within the meaning of Rule 144 under the Securities Act, currently or at the time he or she desires to sell the Shares following the vesting Act of the Restricted Stock, 1933, as amended (the "Act") and in this connection the Company is relying in part on his or her your representations set forth in this section. (b) If he or she is if you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares shares and the Company is under no obligation to register the Shares shares (or to file a "re-offer prospectus"). (c) If he or she is if you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, he or she understands you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares may be made only in limited amounts in accordance with such terms and conditions.12. Termination Indemnities. The value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of Participant's basic employment compensation. As such, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments to which the Participant may be otherwise entitled. conditions. View More

Notices. Any notice or demand required or permitted under this Note All notices and other communications hereunder shall be in writing delivered by means of facsimile transmission with a copy thereof sent by a nationally-recognized overnight courier service (for next business day delivery), which facsimile and overnight delivery envelope shall be transmitted deemed given if delivered personally, by commercial delivery service, mailed by registered or addressed, as the case may be, as follows: (a) If certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the Lender: LDR Holding Corporation 4030 W. Braker Lane, Suite 360 Austin, Texas 78759 Fax: (512) 344-3333 Attn: Chief Executive Officer with a copy (which shall not constitute notice) to: Andrews Kurth LLP 111 Congress Avenue, Suite 1700 Austin, Texas 78701 Fax: (512) 320-9292 Attn: Carmelo M. Gordian (b) If to the Maker: At parties at the address for each party as set forth on the Signature Page hereto. signature page hereto (or at such other address for a party as such party may designate pursuant to this Section 13). Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient's recipients normal business hours, or at the beginning of the recipient's next business day after receipt if not received during the recipient's normal business hours. All notices by facsimile shall be confirmed by the sender promptly after transmission in writing by via certified mail or personal delivery. Any party may change any address to which notice is to be given to it by giving notice as provided above of or such change of address. 3 An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Note Section 13 if sent with return receipt requested to the electronic mail address specified by the receiving party in a signed writing in a non-electronic nonelectronic form. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a non-electronic nonelectronic form ("Non-Electronic ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Non-Electronic Nonelectronic Notice. View More

Notices. All notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight courier to NRFC at the address set forth below: 4 3 NorthStar Realty Finance Corp.399 Corp. 399 Park Avenue, 18th FloorNew Floor New York, NY 10022Attention: Ronald J. Lieberman, Executive Vice President, General Counsel 10022 Attention: Daniel R. Gilbert, Chief Investment and Secretary Operating Officer or to such other address as NRFC may designate to the Company in writing.... Notices shall be effective upon receipt in the case of personal delivery or one Business Day after being sent in the case of delivery by overnight courier. View More

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by... United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Samie A. Solomon 4N665 Ware Robert M. Ginnan 8018 Old Woods Drive St. Charles, Illinois 60175 Ct. Springboro, Ohio 45066 If to the Company: EveryWare Global, Inc 519 N. Pierce Ave Lancaster, OH 43130 Attention: General Counsel With a copy to: Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attention: Kevin L. Morris Carol Anne Huff or to such other address as either 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 notice or demand to Guarantor hereunder or in connection herewith may be given and shall conclusively be deemed and considered to have been given and received upon the deposit thereof, in writing, in the U.S. mails, duly stamped and addressed to Guarantor at the address of Guarantor shown below; but actual notice, however given or received, shall always be effective. The last preceding sentence shall not be construed in anywise to affect or impair any waiver of notice or demand herein... provided or to require giving of notice or demand to or upon Guarantor in any situation for any reason. Guarantor waives (i) promptness, diligence and notice of acceptance of this Guaranty and notice of the incurring of any obligation, indebtedness or liability to which this Guaranty applies or may apply, and waives present for payment, notice of non-payment, protest, demand, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, diligence in enforcement and indulgences of every kind, and (ii) the taking of any other action by Bank, including without limitation giving any notice of default or any other notice to, or making any demand on, Debtor, any other guarantor of all or any part of the Obligations or any other party. Guaranty Agreement Page 4 8. Covenants. Guarantor hereby covenants and agrees with Holder as follows: (a) Guarantor shall not, so long as its obligations under this Guaranty continue, transfer or pledge any material portion of its assets for less than full and adequate consideration; and (b) Guarantor shall promptly furnish to Holder at any time and from time to time such financial statements and other financial information of Guarantor as Holder may require, in form and substance satisfactory to Holder; and (c) Guarantor shall comply with all terms and provisions of the Loan Documents that apply to Guarantor; and (d) Guarantor shall promptly inform Bank of (i) any litigation or governmental investigation known to Guarantor against Guarantor or affecting any security for all or any part of the Obligations or this Guaranty which, if determined adversely, might have a material adverse effect upon the financial condition of Guarantor or upon such security or might cause a default under any of the Loan Documents, (ii) any claim or controversy known to Guarantor which might become the subject of such litigation or governmental investigation, and (iii) any material adverse change in the financial condition of Guarantor. View More

Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto or any other person shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable courier delivery service, or by telegram (with messenger delivery), or by telecopy (confirmed by mail), and shall be deemed to be given for purposes of this Agreement on the day that such... writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto, in the case of the Optionee to the address of record on file with the Company; and in the case of the Company, to the principal executive office of the Company addressed to the Corporate Secretary. (2) 7. Non-Transferability. The Option shall not be transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the U.S. Internal Revenue Code. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, except in the case of an Option transferred pursuant to a qualified domestic relations order. View More