Notices Contract Clauses (104,236)

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 the Representative at Northland Securities, Inc., 45 South Seventh Street, Suite 2000, Minneapolis, Minnesota 55402, Attention: Shawn Messner, with copies (which shall not constitute notice) to the Legal Department and Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-3901, Fax (612) 766-1600,... Attention: Jonathan R. Zimmerman; and if to the Company shall be delivered, mailed or sent to American Eagle Energy Corporation, 2549 West Main Street, Suite 202, Littleton, Colorado 80120, Fax (303) 798-5767, Attention: President and Chief Executive Officer, with a copy (which shall not constitute notice) to Baker & Hostetler LLP, 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, Fax (714) 966-8802, Attention: Randy Katz. 21 Very truly yours, American Eagle Energy Corporation By: /s/ Bradley Colby Name Bradley Colby Title: President and Chief Executive Officer Accepted as of the date hereof. Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto Northland Securities, Inc. By: /s/ Shawn Messner Name: Shawn Messner Title: Managing Director [Underwriting Agreement] SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Number of Additional Shares To Be Purchased Northland Securities, Inc. 4,798,285.1 719,742.8 Euro Pacific Capital, Inc. 4,798,285.1 719,742.8 KLR Group, LLC 4,112,815.8 616,922.4 SCHEDULE II Time of Sale Prospectus 1. Base Prospectus dated July 23, 2013 2. Electronic road show 3. Orally communicated pricing information: Price to the Public: $1.70 per share Price to the Underwriters: $1.598 per share Number of Firm Shares: 13,709,386 Number of Additional Shares: 2,056,408 Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(c)(i) 1.The Company is validly existing as a corporation in good standing under the laws of the State of Nevada, has the corporate power and authority under Chapter 78 of the Nevada Revised Statutes (the "Nevada General Corporation Law"), the Company Articles, and the Company Bylaws to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction and as of the dates listed above in paragraphs (b) through (d) of this opinion letter. View More

Notices. Any notice required by the provisions hereof to be given to the Holders shall be deemed given if deposited in the United States Mail, first class postage prepaid, and addressed to each Holder at his or its address appearing on the Company's books. Any notice required by the provisions hereof to be given to the Company shall be deemed given if deposited in the United States mail, first class postage prepaid, and addressed to the Company at 18662 MacArthur Blvd., Ste. 110, Irvine, CA 92612, or... such other address as the Company shall provide in writing to the Holders. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to (i) the Citigroup Global Markets Inc. General Counsel (fax no. : (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; (ii) the Jefferies LLC General Counsel (fax no. : (646) 619-4437) and confirmed to the General Counsel,... Jefferies LLC, at 520 Madison Avenue, New York, New York 10022; or, if sent to the Company, will be mailed, delivered or telefaxed to (858) 200-0417 and confirmed to it at 3550 Dunhill Street, San Diego, California 92121, attention of the Chief Executive Officer. 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, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: 12 (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. (b) If to the Company, to: Investcorp Europe Acquisition Corp I Century Yard, Cricket Square Elgin Avenue, PO Box 1111 George Town Grand Cayman Cayman Islands KY1-1102 Attention: [•] or to any other address as may have been furnished to Indemnitee in writing by the Company. 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 in care of Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Facsimile: (212) 902-9316, Attention: Registration Department; J.P. Morgan Securities LLC, 245 Park Avenue, 12th Floor, New York, New York 10167, Attention: Equity Syndicate Desk; and if to the Company shall be delivered, mailed or sent to 128 Spring Street, Suite 520, Lexington,... Massachusetts 02421, Attention: Chief Executive Officer. 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: Aspen Aerogels, Inc. 30 Forbes Road, Building B Northborough, MA 01532 Attn: Stock Plan Administrator If to the Participant: C/o Aspen Aerogels, Inc. 30 Forbes Road, Building B Northborough, MA 01532 Attn: Donald R. Young 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 on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered and confirmed to the Representative at: Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Attn: General Counsel with a copy to Underwriters' counsel at: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, CA 94301 Attention: Gregg A. Noel; Michael J. Mies or, if sent to the Company, will be mailed or... delivered and confirmed to it at: Class Acceleration Corp. 2925 Woodside Road Woodside, CA 94062 Attention: Joseph E. Parsons; Robert C. Daugherty with a copy to the Company's counsel at: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Attention: Douglas S. Ellenoff; Stuart Neuhauser; Tamar Donikyan provided, however, that any notice to an Underwriter pursuant to Section 9 hereof will be mailed or delivered and confirmed to such Underwriter. 25 14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 9, and no other person will have any right or obligation hereunder. View More

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, (b) when deposited by registered or certified mail, return receipt requested, postage prepaid, or via overnight courier, (c) one day after electronically mailed either in the text of an email message or attached in a commonly readable format, and the sender has received no generated notice that the email message has not been successfully... delivered, or (d) upon receipt of proof of sending thereof when sent by facsimile, addressed as follows: If to the Company: with a copy to: Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, NY 10017 Attention: Peter J. Gennuso, Esq. Fax: 212-344-6101 Email: peter.gennuso@thompsonhine.com If to the Executive: NEED TO COMPLETE or to such other addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner. View More

Notices. Any notice required or permitted under this Option Agreement shall be in writing and deemed given when (i) delivered personally, (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, or (iii) delivered by overnight courier service. Such notices shall be sent to the Participant at the last address specified in the Company's records (or such other address as the Participant may designate in writing to the Company), or to the Company at the following... address (or such other address as the Company may designate in writing to the Participant): Surgical Care Affiliates, Inc. 569 Brookwood Village, Suite 901 Birmingham, AL 35209 Attn: General Counsel 12. Incorporation of Plan. A copy of the Plan is attached hereto and incorporated herein by reference and made a part of this Option Agreement. This Option Agreement and the Option shall be subject to the terms of the Plan, as it may be amended from time to time, provided that such amendment of the Plan is made in accordance with Section 16 of the Plan. 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 personally or by United States registered mail, return receipt requested, postage prepaid, if to you, to your last known address filed in the personnel records of the System Companies, and if to the Company, to the address set forth below, or thereafter to such other address as either party may have furnished to the... other in writing in accordance herewith, except that any notice of change of address shall be effective only upon actual receipt thereof: If to the Company, by hand delivery or email to: Entergy Services, LLCAttention: Executive Vice President & General Counsel639 Loyola Avenue, 28th FloorNew Orleans, LA 70113-3125 16. Agreement Not a Contract of Employment. Your employment with your System Company employer shall remain at-will. Neither the Plan, the granting of the Option, this Agreement, the Grant Notice, nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that you have a right to continue as an employee of any System Company for any period of time or at any specific rate of compensation. View More