Grouped Into 2,741 Collections of Similar Clauses From Business Contracts
This page contains Notices clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notices. For the purpose 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 mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the othe...r in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration.View More
Notices. For the purpose 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 mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown for the Executive in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have fur...nished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Insignia Systems, Inc. [ADDRESS] 8799 Brooklyn Blvd., Minneapolis, MN 55445 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Financial Officer 11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; party, including without limitation the Change in Control Agreement between the Company and the Executive entered into as of May 9, 2018; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's termination of employment with the Company only in the event that, following the Merger, that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other than for without Cause or by the Executive for Good Reason. Reason, as defined herein, or the Executive incurs a Pre-Change in Control Termination, as defined herein. For avoidance of doubt, this Agreement shall not supersede the Employment Agreement between the Company and the Executive entered into as of December 20, 2019 (the "Employment Agreement"). The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Minnesota. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after Sections 4 and 5 hereof shall survive the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. term of this Agreement. This Agreement is not intended by the parties hereto to constitute an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended. View More
Notices. For the purpose purposes of this Agreement, notices and all other communications provided for in the this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, prepaid and addressed to the address of the respective party set forth below, on the firs...t page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or President of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. receipt. Page 8 10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification modification, waiver or discharge is agreed to in a writing and signed by you and the Executive and such officer as may be specifically designated by Chairman of the Board. Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. Oregon. View More
Notices. For the purpose 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 mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address a...s either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 Attention: General Counsel With a required copy (which shall not constitute notice) to: Keating Muething & Reed Financial, Inc. [ADDRESS] Klekamp PLL One East Fourth Street, Suite 1400 Cincinnati, Ohio 45202 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Mark Reuter 11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Except as set forth in Sections 5.4, 5.5 and 5.6, nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Ohio. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to United States Internal Revenue Service or United States Securities and Exchange Commission regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day afte...r deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent: (a) To Indemnitee at the address set forth below Indemnittee signature hereto. (b) To the company at: 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 and other communications given or made pursuant to this Agreement shall will be in writing and shall will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1...) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall will be sent: (a) To Indemnitee at the address set forth below Indemnittee Indemnitee's signature hereto. (b) To the company Company at: Eclipse Resources Corporation 2121 Old Gatesburg Road, Suite 110 State College, Pennsylvania 16803 Attention: Corporate Secretary 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. -16- 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature or other electronic means and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if such address is so provided under this Section 17 and sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return recei...pt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent: (a) To Indemnitee at the address set forth below Indemnittee Indemnitee signature hereto. (b) To the company Company at: Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, Hawaii 96822 Attention: Chairman of the Board 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. be; provided, that any notice providing such other address shall be effective only if such notice expressly references this Agreement and this Section 17. 11 INDEMNIFICATION AGREEMENT 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. View More
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) da...y after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent: (a) To Indemnitee at the address set forth below Indemnittee Indemnitee signature hereto. (b) To the company Company at: People's Utah Bancorp 1 East Main Street American Fork, Utah 84003 Attention: General Counsel 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. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS Attention: ] If to the Participant at the address set forth on the Stock Option Grant Notice or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier... of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.View More
Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS X4 Pharmaceuticals, Inc. One Broadway, 14th Floor Cambridge, MA 02142 Attention: ] President 10 If to the Participant at the address set forth on the Stock Option Grant Notice or to such other address or addresses of which notice in the same manner has previou...sly been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. View More
Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: If to the Company: [ADDRESS Spero Therapeutics, Inc. 675 Massachusetts Avenue Cambridge, MA 0 2139 Attention: ] Chief Financial Officer If to the Participant Participant, at the address set forth on the Stock Option Grant Notice or to such other address or addresses of which notice in th...e same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. View More
Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, or by email addressed as follows: If to the Company: [ADDRESS Inhibrx, Inc. 11025 N. Torrey Pines Road, Suite 200 La Jolla, CA 92037 Attention: ] Chief Financial Officer If to the Participant at the address set forth on the Stock Option Grant Notice or such address as the Company may then have in its records ...for the Participant or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. View More
Notices. All notices or other communications to the New Parent Guarantor and the Subsidiary Guarantors shall be given as provided in Section 11.02 13.02 of the Indenture.
Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, shall be directed to the Representatives and will be mailed, delivered or sent by facsimile and confirmed to them at (a) Barclays Capital Inc., 745 Seventh Avenue, 5th Floor, New York, New York, 10019, Attention: Martin Attea (facsimile number (646) 885-9346); (b) MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Tricia Hazelwood and the Legal Department... (facsimile number (646) 434-3471); and (c) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, MAC D1086-051, Charlotte, North Carolina 28202, Attention: Austin Vanassa (facsimile number (704) 410-0223); (ii) the Depositor, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Assistant Secretary (facsimile number (954) 363-4114) or (iii) World Omni, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Deputy General Counsel (facsimile number (954) 363-4114). 36 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Sections 8 and 9 hereof, and no other Person will have any right or obligation hereunder.View More
Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, shall be directed to the Representatives and will be mailed, delivered or sent by facsimile and confirmed to them at (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, 11th Floor, New York, New York 10036, Attention: Christopher Jonas (facsimile number (646) 855-5076); (b) Barclays Capital Inc., 745 Seventh Avenue, 5th Floor, New York, New York, York 10019, Attention: Martin Attea (facsimi...le number (646) 885-9346); (b) (c) MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Tricia Hazelwood and the Legal Department (facsimile number (646) 434-3471); 434-3471; and (c) Wells Fargo Securities, (d) TD Securities (USA) LLC, 550 South Tryon 31 West 52nd Street, 5th 2nd Floor, MAC D1086-051, Charlotte, North Carolina 28202, New York, New York 10019-6101, Attention: Austin Vanassa (facsimile number (704) 410-0223); Transaction Management Group (E-mail: ustmg@tdsecurities.com); (ii) the Depositor, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Assistant Secretary General Counsel (facsimile number (954) 363-4114) or (iii) World Omni, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Deputy General Counsel (facsimile number (954) 363-4114). 36 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Sections 8 and 9 hereof, and no other Person will have any right or obligation hereunder.View More
Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, shall be directed to the Representatives and will be mailed, delivered or sent by facsimile and confirmed to them at (a) Barclays Capital Inc., 745 Seventh Avenue, 5th Floor, New York, New York, 10019, Attention: Martin Attea (facsimile number (646) 885-9346); (b) (1) MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, 10020-1001, Attention: Tricia Hazelwood and the ...Legal Department (facsimile number (646) 434-3471); and (c) Department, (2) Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, Floor 11, New York, New York 10036, Attention: Christopher Jonas, (3) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, MAC D1086-051, Charlotte, North Carolina 28202, Attention: Austin Vanassa (facsimile number (704) 410-0223); Branden Avishar, (ii) the Depositor, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Auto Receivables Leasing LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Assistant Secretary Deputy General Counsel (facsimile number (954) 363-4114) or (iii) World Omni, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Deputy General Counsel (facsimile number (954) 363-4114). 36 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Sections 8 and 9 hereof, and no other Person will have any right or obligation hereunder.View More
Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, shall be directed to the Representatives and will be mailed, delivered or sent by facsimile and confirmed to them at (a) Barclays Capital Inc., 745 Seventh Avenue, 5th Floor, New York, New York, 10019, Attention: Martin Attea (facsimile number (646) 885-9346); (b) MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Tricia Hazelwood and the Legal Department... (facsimile number (646) 434-3471); and (c) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, MAC D1086-051, Charlotte, North Carolina 28202, Attention: Austin Vanassa (facsimile number (704) 410-0223); (b) Mizuho Securities USA LLC, 320 Park Avenue, 12th Floor, New York, New York 10022, Attention: ABS Capital Markets Desk, with copies by email to: (i) the Office of the General Counsel at LegalNotices@us.mizuho-sc.com, and (ii) the ABS Capital Markets Desk at FI-ABSCapitalMarketsDesk@us.mizuho-sc.com; and (c) TD Securities (USA) LLC, 31 West 52nd Street, 2nd Floor, New York, New York 10019-6101, Attention: Transaction Management Group (E-mail: ustmg@tdsecurities.com); (ii) the Depositor, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Assistant Secretary General Counsel (facsimile number (954) 363-4114) or (iii) World Omni, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: Eric Gebhard, Treasurer (facsimile number (954) 429-2685), with a copy to Peter Sheptak, Deputy General Counsel (facsimile number (954) 363-4114). 36 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Sections 8 and 9 hereof, and no other Person will have any right or obligation hereunder. View More
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 of the Merger Agreement to the applicable party, with respect to the Company and Parent, at the respective addresses set forth in Section 11.1 of the Merger Agreement, and, with respect to the Stockholder, at the address set forth underneath Stockholder's name on the signature page hereto....View More
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 10.9 of the Merger Agreement to the applicable party, with respect to the Company and Parent, at the respective addresses address set forth in Section 11.1 10.9 of the Merger Agreement, and, with respect to the Stockholder, at the address set forth underneath Stockholder's name on Exhibit... A. 4 12. Termination. This Support Agreement shall terminate on the signature page hereto. earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve the Stockholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination. View More
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 10.1 of the Merger Purchase Agreement to the applicable party, with respect to the Company and Parent, Purchaser, at the respective addresses set forth in Section 11.1 10.1 of the Merger Purchase Agreement, and, with respect to the Stockholder, Supporter, at the address set forth undernea...th Stockholder's name on the signature page hereto. Exhibit A. View More
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 12.1 of the Merger Agreement to the applicable party, with respect to the Company and Parent, at the respective addresses address set forth in Section 11.1 12.1 of the Merger Agreement, and, with respect to the Stockholder, each Shareholder, at the its address set forth underneath Stockho...lder's name on the signature page hereto. Exhibit A. View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 if to the I...ssuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) This Agreement may be terminated by you at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective change, has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak, attack, or escalation of hostilities or declaration of war, national emergency, act of terrorism or other national or international calamity or crisis or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the absolute discretion of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to materially and adversely affect the business or operations of the Issuer, (v) declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Issuer's common stock by The Nasdaq Stock Market, the Commission, or any other governmental authority, or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10281-8098 10179 (fax: 212-834-6081), Attention: Michael Goldberg, Investment Grade Syndicate Director Desk – 3rd Floor; Merrill Lynch, Pierce, Fenn...er & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 (fax: 646-855-5958), Attention: High Grade Debt Capital Markets Transaction Management/Legal; and SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, Atlanta, GA 30326, Attention: Investment Grade Debt Capital Markets, Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 404-926-5027; if to the Issuer, Company or the Guarantor, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 J.B. Hunt Transport Services, Inc., 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 Kevin L. Bracy with a copy (which shall not constitute notice) to: Morgan, Lewis to Mitchell, Williams, Selig, Gates & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Woodyard, P.L.L.C., 425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas 72201, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) Walter E. May, Esq. and C. Douglas Buford, Jr., Esq. 29 10. Termination. This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the execution hereof or since the respective dates as of which information is given in the Prospectus (exclusive of any amendments or supplements thereto), the Registration Statement and or the Prospectus, General Disclosure Package, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business, or (ii) since the execution hereof (A) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, calamity or crisis on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (B) any material change in economic or political conditions, if the effect of such change on the financial markets of the United States would, in the absolute discretion of the Representatives your judgment, make it impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the Shares, (iii) Notes, (C) suspension of trading in securities generally on the New York Stock Exchange Exchange, NYSE American or the American Nasdaq Stock Exchange Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any of such Exchange, (iv) exchanges, (D) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, (v) Company, (E) the declaration of a banking moratorium by United States or New York State authorities, (vi) (F) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's or the Guarantor's debt securities or any securities guaranteed by either of them by any "nationally recognized statistical rating organization" (as defined in Section 3(a)(62) of the Exchange Act), (G) the suspension of trading of the Issuer's Company's common stock by The the Nasdaq Stock Global Select Market, the Commission, or any other governmental authority, authority or (vii) (H) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 8 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: 27 if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 10004 Attention: Genera...l Counsel with a copy (which shall not constitute notice) to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017 Attention: Ivan K. Blumenthal Fax: (312) 551-4646 (212) 983-3115 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 1701 Market Street Philadelphia, Pennsylvania 19103 Attention: Emilio Ragosa Joanne Soslow Fax: (609) 919-6701 (215) 963-5001 11. TERMINATION. (a) This Agreement may be terminated by you at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective change, has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak, attack, or escalation of hostilities or declaration of war, national emergency, act of terrorism or other national or international calamity or crisis or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the absolute discretion of the Representatives Representative make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your 28 opinion materially and adversely affects or is reasonably likely to materially and adversely affect the business or operations of the Issuer, (v) declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Issuer's common stock by The Nasdaq Stock Market, the Commission, or any other governmental authority, or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Barclays Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Inc., 745 Seventh Avenue, New York, New York 10281-8098 NY 10019, Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair Registration (Fax: (646) 834-8133) or Stifel, Nicolaus... & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 Incorporated, 787 Seventh Avenue, 11th Floor, New York, NY 10019; if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 c/o SiTime Corporation at 5451 Patrick Henry Drive, Santa Clara, California, 95054, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Rajesh Vashist; and if to the Selling Stockholder, to MegaChips Corporation at 1-1-1 Miyahara, Yodogawa-ku, Osaka 532-0003 Japan, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) CEO. -29- 12. Termination. This Agreement may be terminated by you by notice to the Sellers (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, (ii) whole, whether or not arising in the ordinary course of business; any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) Shares; suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, (iv) exchange; the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, (v) Company; the declaration of a banking moratorium by the United States or New York State authorities, (vi) authorities; any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); the suspension of trading of the Issuer's Company's common stock by The Nasdaq New York Stock Market, Exchange or the Commission, Exchange, the Commission or any other governmental authority, authority; or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 8 and 9 10 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) 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 number specified in the Purchase Agreement prior to 5:30 p.m., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is ...delivered via facsimile at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than 5:30 p.m., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. The address and facsimile number of a Person for such notices or communications shall be as set forth in the Purchase Agreement unless changed by such Person by two Trading Days' prior notice to the other Person(s) in accordance with this Section 13.View More
Notices. Any and all notices or other communications or deliveries hereunder (including, (including without limitation, limitation any Exercise Notice) 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 email or by hand, Federal Express or other reputable overnight courier to the facsimile number address or email address specified in the Purchase Agreement this Section prior to 5:30 p.m...., New 6:30 p.m. (New York City time, time) on a Trading Day, Day or (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at email or by hand, Federal Express or other reputable overnight courier to the facsimile number address or email address specified in the Purchase Agreement this Section on a day that is not a Trading Day or later than 5:30 p.m., New 6:30 p.m. (New York City time, time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. Day. The address and facsimile number email address of a Person party for such notices or communications shall be as set forth in the Purchase Agreement Credit Agreement, unless changed by such Person party by two (2) Trading Days' prior notice to the other Person(s) party in accordance with this Section 13. Section. View More
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) 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 number specified in the Purchase Agreement this Section prior to 5:30 p.m., New p.m. (New York City time, time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if suc...h notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement this Section on a day that is not a Trading Day or later than 5:30 p.m., New p.m. (New York City time, time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, service, or (iv) upon actual receipt by the Person party to whom such notice is required to be given, if by hand delivery. given. The address and facsimile number of a Person addresses for such notices or communications shall be as set forth in the Purchase Agreement unless changed by such Person by two Trading Days' prior notice be: (i) if to the Company, to 9400 Toledo Way, Irvine, CA 92618, Attn: Chief Executive Officer, or to Facsimile No. : (949) 616-3399 (or such other Person(s) address as the Company shall indicate in writing in accordance with this Section 13. Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section. View More
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 5:30 5:00 p.m., New York City time, on a Trading Day, (ii) (b) the next Trading Day after the date of transmission, if such notice or comm...unication is delivered via facsimile at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than 5:30 5:00 p.m., New York City time, on any Trading Day, (iii) (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service specifying with next business day delivery, delivery specified, or (iv) (d) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. given. The address and facsimile number of a Person for such notices or communications shall be as set forth in the Purchase Agreement unless changed by such Person by two Trading Days' prior notice to the other Person(s) in accordance with this Section 13. The Company agrees to give the Holder not less than five (5) calendar days' prior notice of the Expiration Date. View More
Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addresse...e, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to Forward Air Corporation, Attention: Board of Directors, and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision.View More
Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested requested, sent via email with receipt acknowledgment or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent via email or by facsimile or sent by overnight courier shall be deemed given on the date of delivery delivery, and notices mailed in accordance with th...e foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to Forward Air Corporation, 12 Hartom St., Har Hotzvim, Jerusalem, Israel; Attention: Board of Directors, Chief Financial Officer, and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision. View More
Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested requested, sent by overnight courier, or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon ...the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) sent: (a) if to the Company, Company or to any Affiliate, addressed to Forward Air Corporation, the Company or such Affiliate, as the case may be, One Church Street, Suite 201, Rockville, Maryland 20850, Attention: Board of Directors, David Watson; and (ii) (b) if to the Executive, Employee, to his address as reflected on the payroll records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision. 14 28. Entire Agreement. This Agreement constitutes the entire agreement between and among the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Employee and the Company and/or the Affiliates with respect to such subject matter, including without limitation the Previous Employment Agreement. This Agreement may not be modified in any way unless by a written instrument signed by the Companies and the Employee. View More
Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile electronic transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or e-mail or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of re...ceipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) sent: (a) if to the Company, addressed to Forward Air Corporation, 700 N. Central Ave., Suite 430, Glendale, California 91203, Attention: Chairman of the Board of Directors, and (ii) Chief Legal Officer; and (b) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision. View More
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: FTAC Parnassus Acquisition Corp. 2929 Arch Street,... Suite 1703 Philadelphia, PA 19104 Attention: Ryan M. Gilbert Email: rgoffice@gmail.com If to Payee: FTAC General Sponsor, LLC 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Attention: Daniel G. Cohen Email: dcohen@cohenandcompany.com Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service.View More
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: FTAC Parnassus Insurance Acquisition Corp. 2929 Ar...ch Street, Suite 1703 Philadelphia, PA 19104 19104-2870 Attention: Ryan M. Gilbert Email: rgoffice@gmail.com If to Payee: FTAC General [Insurance Acquisition Sponsor, LLC LLC] 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 19104-2870 Attention: Daniel G. Cohen Email: dcohen@cohenandcompany.com Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service. View More
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: FTAC Parnassus FinTech Acquisition Corp. III 2929 ...Arch Street, Suite 1703 Philadelphia, PA 19104 19104-2870 Attention: Ryan M. Gilbert James McEntee Email: rgoffice@gmail.com jmce@stbwell.com If to Payee: FTAC General Sponsor, LLC 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Attention: Betsy Z. Cohen c/o Cohen and Company 3 Columbus Circle, 24th Floor New York, NY 10019 and Daniel G. Cohen Email: dcohen@cohenandcompany.com c/o Cohen and Company 3 Columbus Circle, 24th Floor New York, NY 10019 Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail e- mail transmission was received by the receiving party's on-line on -line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service. View More
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: FTAC Parnassus INSU Acquisition Corp. II 2929 Arch... Street, Suite 1703 Philadelphia, PA 19104 Attention: Ryan M. Gilbert John Butler Email: rgoffice@gmail.com jbutler@cohenandcompany.com If to Payee: FTAC General Sponsor, Cohen & Company, LLC 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Attention: Daniel G. Cohen Email: dcohen@cohenandcompany.com Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service. View More
