Notices Contract Clauses (104,236)

Notices. All notices and demands under this Sublease shall be in writing and shall be effective (except for notices to Lessor which shall be given in accordance with Section 6.1 of the Lease) upon the earlier of (i) receipt at the address set forth below by the party being served, or (ii) two days after being sent to address set forth below by United States certified mail, return receipt requested, postage prepaid, or (iii) one day after being sent to address set forth below by a nationally recognized... overnight delivery service that provides tracking and proof of receipt. A notice given on behalf of a party hereto by its attorney shall be deemed a notice from such party. If to Lessor: As required under the Lease. If to Sublessor: At the address set forth in the opening paragraph of this Sublease, Attention: General Counsel With a copy to: Jeffrey K. Ganguly Dain Torpy, P.C. 745 Atlantic Avenue Boston Massachusetts 02111 If to Sublessee: At the address set forth in the opening paragraph of this Sublease, Attention: Legal Department Either party may change its address for notices and demands under this Sublease by notice to the other party. View More

Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission, (b) the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or (c) the third Trading Day after mailing by domestic or international... express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the addresses provided in Annex III attached hereto (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto). View More

Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; BofA Securities, Inc., One Bryant Park, New York, New York 10036, attention of Syndicate... Department, with a copy to ECM Legal; and Cowen and Company, LLC, 599 Lexington Avenue, New York, New York, 10022 Attention: Head of Equity Capital Markets, with a copy to the General Counsel; and if to the Company shall be delivered, mailed or sent to Alector, Inc., 151 Oyster Point Boulevard #300, South San Francisco, California 94080, attention Stephanie Yonker, Ph.D., Vice President, Legal. View More

Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. UNIFIRST CORPORATION By: STEVEN S. SINTROS Title: Chief Executive Officer EX-10.1 2 unf-ex101_116.htm EX-10.1 unf-ex101_116.htm Exhibit 10.1 UNIFIRST CORPORATION STOCK APPRECIATION RIGHT GRANTED UNDER... THE UNIFIRST CORPORATION 2010 STOCK OPTION and INCENTIVE PLAN. Name of Grantee: No. of Shares Subject to Stock Appreciation Right: Exercise Price per Share: $ Grant Date: Expiration Date: Pursuant to the UniFirst Corporation 2010 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), UniFirst Corporation (the "Company") hereby grants to the Grantee named above, during the period commencing on the Grant Date and ending on the Expiration Date, a Stock Appreciation Right (the "Stock Appreciation Right") with respect to the number of shares of Common Stock, par value $0.10 per share (the "Stock") of the Company specified above at the Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Appreciation Right entitles the Grantee to the right to receive from the Company shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the Exercise Price multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised, rounded down to the nearest whole share. 1. Vesting Schedule. No portion of this Stock Appreciation Right may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Appreciation Right shall be exercisable with respect to the following number of shares of Stock subject to this Stock Appreciation Right as follows: 60 percent of the shares of Stock subject to this Stock Appreciation Right shall be vested and exercisable on the third anniversary of the Grant Date, 20 percent of the shares of Stock subject to this Stock Appreciation Right shall be vested and exercisable on the fourth anniversary of the Grant Date and 20 percent of the shares of Stock subject to this Stock Appreciation Right shall be vested and exercisable on the fifth anniversary of the Grant Date, in each case subject to the Grantee's continued employment with the Company or a Subsidiary through such date. Once exercisable, this Stock Appreciation Right shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. Upon the occurrence of a Sale Event of the Company, this Stock Appreciation Right shall become fully vested and exercisable, whether or not this Stock Appreciation Right or any portion hereof is otherwise vested and exercisable at such time. View More

Notices. Any notice, consent, request or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered or certified mail, return receipt requested, or by facsimile or by hand delivery, to those listed below at their following respective addresses or at such other address as each may specify by notice to the others: To the Bank: Rhinebeck Savings Bank 2 Jefferson Plaza Poughkeepsie, New York 12601... Attention: Michael J. Quinn To Executive: Michael J. McDermott 7 S Hinterlands Dr Rhinebeck, New York 12572 21. MISCELLANEOUS. (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (b) Separability. If any term or provision of this Agreement, other than Section 10 above, is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa. Final January 11, 2005 (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement. View More

Notices. All notices to the Issuer under this Note shall be in writing and addressed to the Issuer at Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, TN 37201 Attention: Chief Financial Officer, or to such other address as the Issuer may provide by notice to the Noteholder. All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth in the Security Register. For so long as the Notes are represented... by Global Notes, any notices to Noteholders will be delivered to DTC as the sole Noteholder in accordance with its applicable policies as in effect from time to time. View More

Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well-established commercial overnight service, or (iii) 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: Savara Inc. Attn: Chair of the Compensation Committee of the Board of Directors 6836 Bee Cave Road, Building 3, Suite 200 Austin, TX 78746 If to Executive: at the last residential address known by the Company. View More

Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other): If to the Company: HealthLynked Corp. 1726 Medical Blvd Suite 101, Naples, Florida 34110 Facsimile: E-mail: Attention: Chief Financial Officer with... a copy to: Sichenzia Ross Ference Kesner LLP Facsimile: 212 930 9725 E-mail: gsichenzia@srfkllp.com Attention: Gregory Sichenzia If to the Purchaser: Facsimile: E-mail: Attention: with a copy to: Facsimile: E-mail: Attention: 9 19. Binding Effect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. View More

Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or... registered mail return receipt requested, on the business day of such delivery (as evidenced by the signed certified mail card), (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine), or (v) if delivered by email on the business day of such delivery (as evidenced by delivery confirmation). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 9), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to addresses or facsimile numbers as applicable set forth hereunder. If to the Company, to: Datasea Inc. 1 Xinghuo Rd. Changning Building, 11th Floor Fengtai District, Beijing, People's Republic of China 100070 Attention: Chief Executive Officer Email: liuzhixin@shuhaixinxi.com 4 with a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of Americas, 11th Floor New York, NY 10105 Attention: Richard I. Anslow Email: ranslow@egsllp.com If to the Underwriter, to: ViewTrade Securities, Inc. 7280 West Palmetto Park Road, Suite 310 Boca Raton, FL 33433 Attention: Doug K. Aguililla Email: dougagui@viewtrade.com with a copy to (which shall not constitute notice): K&L Gates LLP Southeast Financial Center, Suite 3900 200 South Biscayne Boulevard Miami, FL 33131 Attention: Clayton E. Parker, Esq. Email: clayton.parker@klgates.com If to the Escrow Agent, to: Pearlman Law Group LLP 200 South Andrews Avenue, Suite 901 Fort Lauderdale, FL 33301 Attention: Charles Pearlman Email: Charlie@pslawgroup.net 10. Further Assurances. From time to time on and after the date hereof, the Company and the Underwriter shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. View More

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail: (a) if to Indemnitee, to the address set forth on the signature page hereto. (b) if to the Company, to: BioLife Solutions, Inc. Attn: Chief Financial Officer 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 98021 Notice of change of address shall be effective... only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing. 12 22. Governing Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States or any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware and (d) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. View More