Notices Contract Clauses (104,236)

Notices. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, facsimile transmission or email to (i) Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1130; (ii) Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, CA 94104, Attention: Nick Oust and Nathan Thompson, (iii) William Blair &... Company, L.L.C., 150 North Riverside Plaza, Chicago, IL 60606, Attention: General Counsel, Facsimile: (312) 551-4646; (b) if to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to MaxCyte, Inc. Attention: General Counsel, Fax: [●], email maherm@maxcyte.com; provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. 35 15. Definition of Certain Terms. For purposes of this Agreement, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations, (d) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (e) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), (f) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, (g) "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More

Notices. Any notice, requests, demands and other communications to be given to a party in connection with this Agreement shall be in writing addressed to such party in person or at such party's "Notice Address," which shall initially be as set forth below: If to Employer: GALAXY GAMING, INC. 6767 Spencer Street Las Vegas, Nevada 89119 Attn: CEO with a copy to (which shall not constitute notice): Kirton McConkie, PC50 E. South Temple, Suite 400Salt Lake City, Utah 84111Attn: Alexander N. Pearson, Esq. If... to Employee: Harry Hagerty[address on file with Employer] A party's Notice Address may be changed or supplemented from time to time by such party by notice thereof to the other party as herein provided. Any such notice shall be deemed effectively given to and received by a party on the first to occur of (a) the date on which such notice is actually delivered (whether by mail, courier, hand delivery, electronic or facsimile transmission or otherwise) to such party's Notice Address and addressed to such party, if such delivery occurs on a business day, or if such delivery occurs on a day which is not a business day, then on the next business day after the date of such delivery, (b) upon personal delivery to the party to be notified, or (c) the date on which such notice is actually received by such party (or, in the case of a party that is not an individual, actually received by the individual designated in the Notice Address of such party). For purposes of the preceding sentence, a "business day" is any day other than a Saturday, Sunday or U.S. federal public legal holiday. View More

Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given, if delivered personally or sent by nationally recognized courier, or registered or certified mail (in each case, return receipt requested, postage prepaid) addressed, if to the Executive, at the most recent address on record in the Company's human resources information system, and if to the Company, at: Kura Sushi USA, Inc. 17461 Derian Ave, Suite 200 Irvine, CA... 92614 Attention: President with a copy to: Squire Patton Boggs (US) LLP 555 S. Flower Street, 31st Floor Los Angeles, CA 90071 Attention: Hiroki Suyama 25. Representations of the Executive. The Executive represents and warrants to the Company that: (a) The Executive's acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound. 13 (b) The Executive's acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer. 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 the Representatives in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; in care of BofA Securities, Inc. at One Bryant Park, New York, New York 10036, attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212)... 230-8730); in care of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax: (646) 291-1469), attention: General Counsel and in care of Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022 Attention: Head of Equity Capital Markets, with a copy to the General Counsel and if to the Company shall be delivered, mailed or sent to Personalis, Inc., 1330 O'Brien Drive, Menlo Park, CA 94025, Attention: Chief Financial Officer. View More

Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method upon receipt of telephonic or electronic confirmation; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal... Express); and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice will be sent to: (a) If to the Company: Herbalife International of America, Inc. 1800 Century Park East Los Angeles, California 90067 Attention: General Counsel Telecopy: (310) 557-3906 with a copy to: Herbalife International of America, Inc. 1800 Century Park East Los Angeles, California 90067 Attention: Chief Executive Officer Telecopy: (310) 557-3906 (b) if to Executive, to: Richard Goudis 26620 Alsace Drive Calabasas, California 91302 with a copy to: Cathy J. Frankel, Esq. Moses & Singer LLP 1301 Avenue of the Americas New York, New York 10019-6076 or to such other place and with other copies as either party may designate as to itself or himself by written notice to the others. View More

Notices. Notices and other communications regarding this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or to such other addresses as Bank and Pledgor may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied,... when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered. View More

Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representative c/o Craig‐Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attention: General Counsel; if to the Company, shall be mailed or delivered to it at 2929 California Street, Torrance, CA 90503, Attention: General Counsel; or in each case to such... other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. 10. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters. View More

Notices. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the day when delivered in person or transmitted by facsimile transmission or on the third calendar day after being mailed by United States registered or certified mail, return receipt requested, postage prepaid, to the addresses herein above first mentioned or to such other address as any party hereto shall designate to the other for such purpose in the manner herein... set forth. View More

Notices. Any notice, report or other communication (each a "Notice") required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or the By-laws, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below: To the Company: American Realty Capital New York City REIT, Inc. 405 Park Avenue New York, New York 10022 Attention:... Chief Executive Officer with a copy to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Peter M. Fass, Esq. To the Operating Partnership: New York City Operating Partnership, L.P. C/O American Realty Capital New York City REIT, Inc., its General Partner 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with a copy to: Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Peter M. Fass, Esq. To the Advisor: New York City Advisors, LLC 405 Park Avenue New York, New York 10022 Attention: Chief Executive Officer with a copy to: RCS Capital Corporation 405 Park Avenue New York, New York 10022 Attention: General Counsel Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 23. 17 24. MODIFICATION. This Agreement shall not be amended, supplemented, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees. View More

Notices. Any notice under this Agreement shall be in writing (except in the case of verbal communications, emails and teleconferences updating either Party as to the status of work hereunder) and shall be deemed delivered upon personal delivery, one day after being sent via a reputable nationwide overnight courier service or two days after deposit in the mail or on the next business day following transmittal via facsimile. Notices under this Agreement shall be sent to the following representatives of... the Parties: If to the Company: Name: Geoff McDonough, MD Title: President & CEO Address: 301 Binney Street, Cambridge, MA 02142 Phone: (617) 909-8331 E-mail: gmcdonough@generationbio.com If to Danforth: Name: Gregg Beloff Title: Managing Director Address: 91 Middle Road Southborough, MA 01772 Phone: (617) 686-7679 E-mail: gbeloff@danforthadvisors.com 16. Assignment and Successors. This Agreement may not be assigned by a Party without the consent of the other which consent shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assets or to any successor corporation resulting from any merger or consolidation of such Party with or into such corporation. 5 17. Force Majeure. Neither Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes beyond the reasonable control of either Party. In the event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder. View More