Notices Contract Clauses (104,236)

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 Optionee 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. MONOTYPE IMAGING HOLDINGS INC. By: Name: Douglas J. Shaw Title: President and Chief Executive Officer 4 EX-10.7 3 d444784dex107.htm EX-10.7 EX-10.7 Exhibit 10.7 INCENTIVE STOCK OPTION AGREEMENT UNDER... THE MONOTYPE IMAGING HOLDINGS INC. AMENDED AND RESTATED 2007 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: Name Address of Optionee: Address No. of Option Shares: # of shares Option Exercise Price per Share: share price [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Grant Date Expiration Date: [up to 10 years (5 if a 10% owner)] Pursuant to the Monotype Imaging Holdings Inc. Amended and Restated 2007 Stock Option and Incentive Plan, as amended through the date hereof (the "Plan"), Monotype Imaging Holdings Inc. (the "Company") hereby grants to the Optionee named above an option (the "Stock Option") to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the "Stock"), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. View More

Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party's last known address as shown on the records of the Corporation. The date of such mailing shall be deemed the date of notice, consent or demand.

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) 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: (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: Brimstone Acquisition Holdings Corp. 500 South Pointe Drive, Suite 240 Miami Beach, FL 33139 Attention: Desiree DeStefano With a copy, which shall not constitute notice, to Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, FL 33131 Attn: Alan I. Annex, Esq. Fax No. : (305) 579-0717 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. Wherever provision is made in this Agreement for the giving of any notice, such notice shall be in writing and shall be deemed to have been duly given if mailed by first class United States mail, postage prepaid, addressed to the party entitled to receive the same or if delivered personally, sent by facsimile transmission (if a facsimile number is provided in this Section 15) or sent by overnight courier to such party at the address specified below: If to the Company: Cardax, Inc. 2800 Woodlawn... Drive, Suite 129 Honolulu, Hawaii 96822 Attn: Chairman of the Board Facsimile: (808) 237-5901 With a copy (which shall not constitute notice) to: Herrick, Feinstein LLP 2 Park Avenue New York, New York 10016 Attn: Richard M. Morris, Esq. Facsimile: (212) 545-3371 If to the Employee: to the address that is then on record with the Company for payroll purposes. 11 or to such other address, in any such case, as any party hereto shall have last designated by notice to each other party. All such notices, requests and other communications will: (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery; (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon the completion of the facsimile transmission, if the receipt is confirmed by the telefax machine; (iii) if delivered by overnight courier, be deemed given upon the first business day after such notice, request or other communication is given to such courier with all charges and fees prepaid and any required signature of the deliveree is waived; and (iv) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). View More

Notices. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the signature page hereto. Any notice, request, demand or other communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case may be) upon the... earliest of (a) the date it is actually received, (b) the business day after the day on which it is delivered by hand, (c) the business day after the day on which it is properly delivered to Federal Express (or a comparable overnight delivery service), or (d) the third business day after the day on which it is deposited in the United States mail. The Employers or Executive may change their respective addresses by notifying the other party or parties of the new addresses in any manner permitted by this Section 14. -12- 17. Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer or officers as may be specifically designated by the Boards of Directors of the Employers to sign on their behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or 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. View More

Notices. All notices required or permitted to be given under this Agreement shall be in conformance with Section 10.2 of the Credit Agreement; provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the Borrower set forth in Section 10.2 of the Credit Agreement.

Notices. All demands, approvals, consents or notices (collectively referred to as a "notice") shall be in writing and delivered by hand or sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service, or sent by overnight or same day courier service at the party's respective Notice Address(es) set forth in Section 1; provided, however, notices sent by Landlord regarding general Building operational matters may be... posted in the Building mailroom or the general Building newsletter or sent via e-mail to the e-mail address provided by Tenant to Landlord for such purpose. In addition, if the Building is closed (whether due to emergency, governmental order or any other reason), then any notice address at the Building shall not be deemed a required notice address during such closure, and, unless Tenant has provided an alternative valid notice address to Landlord for use during such closure, any notices sent during such closure may be sent via e-mail or in any other practical manner reasonably designed to ensure receipt by the intended recipient. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address. View More

Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and (i) sent by email to the email address used by the CEO or by the Executive (as applicable) in their usual course of business; (ii) delivered by hand; (iii) sent by a nationally recognized overnight courier service or (iv) sent by registered or certified mail, postage prepaid, return receipt requested, in each case ((iii) and (iv)) to the Executive at the last address the... Executive has filed in writing with the Company, or (as applicable) to the Company at its main office, attention of the CEO. View More

Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Issuer or the Owner Trustee, to: Nissan Auto Receivables 2019-A Owner Trust In care of: Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, DE 19890 Attention: Nissan Auto Receivables 2019-A Owner Trust Telecopier no. (302) 636-4140 Email: DCostello@wilmingtontrust.com 7 (NAROT 2019-A Administration Agreement) with a copy to: Nissan... Auto Receivables 2019-A Owner Trust In care of: Nissan Motor Acceptance Corporation One Nissan Way Franklin, TN 37067 Attention: Treasurer Telecopier no. (615) 725-8530 Email: doug.gwin@nissan-usa.com (b) if to the Administrator, to: Nissan Motor Acceptance Corporation One Nissan Way Franklin, TN 37067 Attention: Treasurer Telecopier no. (615) 725-8530 Email: doug.gwin@nissan-usa.com (c) if to the Indenture Trustee, to: U.S. Bank National Association 190 South LaSalle Street, 7th Floor Chicago, IL 60603 Attention: NAROT 2019-A Telecopier no. (312) 332-7493 Email: brian.kozack@usbank.com or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, hand delivered or delivered by telecopier or electronically by email (if an email address is provided), to the address of such party as provided above. All notices, requests, reports, consents or other communications deliverable to any Rating Agency hereunder or under any other Basic Document shall be deemed to be delivered if a copy of such notice, request, report, consent or other communication has been posted on any website maintained by or on behalf of NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3). View More

Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Placement Agent: Ladenburg Thalmann & Co. Inc. 4400 Biscayne Blvd. 14th Floor Miami, Florida 33137... Attention: Nicholas Stergis Email: nstergis@ladenburg.com If to the Company: BioLife Solutions, Inc. 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 98021 Attention: Daphne Taylor, Chief Financial Officer Email: dtaylor@biolifesolutions.com With a copy to: Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 Attention: Christopher L. Doerksen Email: doerksen.christopher@dorsey.com If to Escrow Agent: Signature Bank 261 Madison Avenue New York, New York, 10016 Attention: Cliff Broder, Group Director and Senior Vice President Fax: (646) 822-1359 10. General. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the state and federal courts sitting in the City of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum non­conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement. (b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. View More