Notices Contract Clauses (104,236)

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If to Indemnitee, to the address set forth below Indemnitee's signature hereto. (b) If to the Company,... to: Full Spectrum Inc. 258 Iris Street Redwood City, CA 94062 or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. 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: Pulse Biosciences, Inc. 3957 Point Eden Way Hayward, CA 94545 Attn: Chief Executive Officer If to Executive: at the last residential address known by the Company. View More

Notices. All notices, requests, demands, applications, services of process, and other communications which are required to be or may be given under this Agreement shall be deemed to have been duly given if sent by telex, telecopy or facsimile transmission, or personally delivered, or mailed via certified first class mail, postage prepaid, return receipt requested, to the parties hereto at the address set forth in the first paragraph of this Agreement, or to such other address as a party shall furnish to... the other by notice given in accordance with this paragraph. 4 14. COMPLIANCE WITH IRC SECTION 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Employee's termination of employment with Employer, Employee is a "specified employee" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, "Section 409A"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder or pursuant to any other agreement with Employer as a result of such termination of employment is necessary in order to prevent any prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this paragraph shall be paid or distributed to Employee in a lump sum on the earlier of (i) the date that is six (6) months following termination of Employee's employment, (ii) a date that is no later than thirty (30) days after the date of Employee's death or (iii) the earliest date as is permitted under Section 409A. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Section 409A, Employee's right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such payment made under this Agreement shall at all times be considered a separate and distinct payment within the meaning of the Section 409A, and references herein to Employee's "termination of employment" shall refer to Employee's "separation from service" with the Company Group within the meaning of Treas. Reg. Section 409A-1(h) (and any successor provision). To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute "deferred compensation" under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). To the maximum extent permitted by applicable law, the amounts payable to Employee under this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treas. Reg. Section 1.409A-1(b)(4) (with respect to short-term deferrals). Employer shall consult with Employee in good faith regarding the implementation of the provisions of this paragraph; provided that neither Employer nor any of its employees or representatives shall have any liability to Employee with respect thereto. View More

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from such courier, (c) on the date sent by facsimile or e-mail transmission (with acknowledgement of complete transmission), or (d) on the... fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices, demands or communications to any party hereto will, unless another address is specified in writing pursuant to this Section 14, be sent to the addresses indicated below. If to Executive: Joseph B. Megibow 3559 Mt. Diablo Blvd. #124 Lafayette, CA 94549 Email: megibow+purple@gmail.com If to the Company: Purple Innovation, Inc. 123 E. 200 N. Alpine, UT 84004 Chair of the Board, with copy to General Counsel Email: casey@purple.com 15. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid under applicable law; but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but except as otherwise set forth in this Agreement, this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when hand delivered, (b) when dispatched by electronic facsimile transmission (with receipt electronically confirmed), (c) one business day after being sent by recognized overnight delivery service, or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, and in each case addressed as follows (or... addressed as otherwise specified by notice under this Section): If to the Company: RPM International Inc. 2628 Pearl Road P.O. Box 777 Medina, Ohio 44258 Facsimile: 330 ###-###-#### Attn: Secretary 11. Withholding. The Company may withhold from any amounts payable under or in connection with this Agreement all federal, state, local and other taxes as may be required to be withheld by the Company under applicable law or governmental regulation or ruling. View More

Notices. Any notice to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given when deposited in the U.S. mail, certified or registered mail, postage prepaid: (a) to the Employee addressed as follows: Kathleen Browne 80 Georgian Court Road Rochester, NY 14610 (b) to the Company addressed as follows: U-Vend, Inc. 1507 7th Street, #425 Santa Monica, CA 90401 13. Amendment. This Agreement may be amended only by mutual agreement of the parties in writing without the... consent of any other person and no person, other than the parties thereto (and the Employee's estate upon his death), shall have any rights under or interest in this Agreement or the subject matter hereof. View More

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 on such delivery, or (ii) 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. 12 (b) If to the Company, to: DTRT Health Acquisition Corp. 1340 Inverness Lane Schererville, IN 46374 Attention: Mark Heaney With a copy, which shall not constitute notice, to Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Attn: Dominick P. DeChiara, Esq. ; David A. Sakowitz, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company. 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 Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, c/o BMO Capital Markets Corp., 3 Times Square, New York, New York 10036, Attention: Legal Department, and c/o Stifel, Nicolaus & Company, Incorporated, 787 7th Avenue, 11th Floor, New York, New York 10019, Attention: Syndicate Department, or, if... sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 87 Cambridge Park Drive, Cambridge, MA 02140, Attention Chief Financial Officer; with a copy to Latham & Watkins LLP, 200 Clarendon Street, 27th Floor, Boston, MA 02116, Attention: Peter N. Handrinos, provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter. View More

Notices. Any notice given to a party shall be in writing and shall be deemed to have been given when delivered personally or by courier, or upon receipt if sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of: If to the Company: People's Utah Bancorp Attn: Legal Department 1 East Main Street American Fork, Utah 84003 People's... Intermountain Bank Attn: Legal Department 33 East Main Street American Fork, Utah 84003 If to Executive: Judd J. Austin ______________________ ______________________ 9.Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code ("Section 409A"), and shall be interpreted and construed consistently with such intent. The right to a series of payments under this Agreement will be treated as a right to a series of separate payments. Each payment under this Agreement that is made within 2-1⁄2 months following the end of the year that contains the Executive's separation date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each payment under this Agreement that is made later than 2-1⁄2 months following the end of the year that contains the Executive's separation date is intended to be exempt from Section 409A under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. If the timing of any payment subject to Section 409A could occur in one or more tax years depending on Executive's employment-related actions, such as the signing of a release, then such payment will be made as soon as possible in the later tax year. For purposes of this Agreement, a termination of employment shall be determined consistent with the rules relating to a "separation from service" as defined in Section 409A. In the event at the time of his termination of employment, the -3- Company is a publicly traded corporation and Executive is a "specified employee" within the meaning of Section 409A, any payments of deferred compensation subject to Section 409A which are payable to Executive shall not be paid until the earlier of (i) the expiration of the six (6) month period measured from Executive's separation from service from the Company or (ii) the date of Executive's death following such separation from service. In the event that any payments of deferred compensation subject to Section 409A are contingent upon the occurrence of a Change in Control, such payments shall not be paid unless the Change in Control constitutes a "change in control event" as defined under Section 409A. The first payment of such deferred compensation shall include a catch-up payment covering amounts that would otherwise have been paid but for the application of this Section 9. The balance of any installment payments shall be payable in accordance with their original schedule. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A ("409A Penalties"), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. 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: Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Facsimile: (646) 291-1469 Attention: General Counsel Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: Equity Syndicate Desk with a copy to the Legal Department 31 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attention:... Registration Department and Cowen and Company 599 Lexington Avenue New York, New York 10022 Attention: Bradley R. Friedman if to the Company shall be delivered, mailed or sent to Connaught House, 1st Floor. View More