Grouped Into 2,743 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. (a) All notices provided for or required by this Agreement shall be in writing and shall be deemed to have been properly given when sent to the other party by facsimile (confirmation of receipt required) or when received by the other party if mailed by certified or registered mail, return receipt requested, as follows: If to the Company: Total System Services, Inc. Attn: General Counsel One TSYS Way Post Office Box 1755 Columbus, Georgia 31902 If to Executive: Most recent address on file with... the Company (b) Either party hereto may change the address to which notice is to be sent by written notice to the other party in accordance with the provisions of this section 10.View More
Notices. (a) All notices provided for or required by this Agreement shall be in writing and shall be deemed to have been properly given when sent to the other party by facsimile (confirmation of receipt required) or when received by the other party if mailed by certified or registered mail, return receipt requested, as follows: If to the Company: Total System Services, Inc. Attn: General Counsel One TSYS Way Post Office Box 1755 2567 Columbus, Georgia 31902 31902-2567 If to Executive: Team Member: Most... recent address on file with the Company Group (b) Either party hereto may change the address to which notice is to be sent by written notice to the other party in accordance with the provisions of this section 10. Section 12. View More
Notices. Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; or (c) when sent by email, in each case to any Party at the mailing address, facsimile number or email address set forth below, or, with respect to any Party set forth below, at such other address, facsimile number or email address specified in writing by such Party to the other... Parties in accordance with this Section 7: If to the Company: Net 1 UEPS Technologies, Inc. President Place, 6th Floor Cnr. Jan Smuts Avenue and Bolton Road Rosebank, Johannesburg, South Africa Facsimile: +27118807080 Attn: Chris Meyer Email: Chris.Meyer@Net1.com If to Executive: XXX XXX XXX Email: XXX 20. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with laws of the State of New York and, to the extent applicable, U.S. federal law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in New York, New York for all disputes hereunder.View More
Notices. Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; or (c) when sent by email, email , in each case to any Party party at the mailing address, facsimile number or email address set forth below, or, with respect to any Party party set forth below, at such other address, facsimile number or email address specified in writing by such ... class="diff-color-red">Party party to the other Parties parties hereto in accordance with this Section 7: If to the Board or the Company: Net 1 UEPS Technologies, Inc. President Place, 6th Floor Cnr. Jan Smuts Avenue and Bolton Road Rosebank, Johannesburg, South Africa Facsimile: +27118807080 Attn: Chris Meyer Alex M.R. Smith Email: Chris.Meyer@Net1.com ***@*** If to Executive: XXX XXX Chris Meyer XXX Email: XXX 20. 8. Governing Law; Jurisdiction. Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York and, to the extent applicable, U.S. federal law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in New York, New York for all disputes hereunder. View More
Notices. Any notice or other instrument or thing required or permitted to be given, served or delivered to any of the parties hereto shall be delivered personally, or via United States mail, overnight delivery or facsimile transmission to the addresses listed below: (a) If to the Company, to: AAR CORP. 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Attention: Chairman With a copy to: AAR CORP. 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Attention: General Counsel 9 (b) If to Employee, to: Michael... D. Milligan 1011 Forest Hill Road Lake Forest, Illinois 60045 or to such other address as either party may from time to time designate by notice to the other. Each notice shall be effective when such notice and any required copy are delivered to the applicable address.View More
Notices. Any notice or other instrument or thing required or permitted to be given, served or delivered to any of the parties hereto shall be delivered personally, or via United States mail, overnight delivery or facsimile transmission to the addresses listed below: 11 (a) If to the Company, to: AAR CORP. 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Attention: Chairman Chief Executive Officer With a copy to: AAR CORP. 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Attention: General Counsel 9 Fax... No. : 630-227-2058 (b) If to Employee, to: Michael D. Milligan 1011 Forest Hill Road Lake Forest, Illinois 60045 Sean M. Gillen 743 8th Street Wilmette, IL 60091 or to such other address as either party may from time to time designate by notice to the other. Each notice shall be effective when such notice and any required copy are delivered to the applicable address. View More
Notices. All notices, requests, demands and other communications under this Agreement shall be given in accordance with Section 21.04 of the Indenture, provided that courtesy copy of any notice (a) given to any Company Indenture Party shall be delivered to Porter Hedges LLP, 1000 Main Street, 35th Floor, Houston, Texas 77002, to the attention of E. James Cowen and Joyce K. Soliman, and (b) given to the Forbearing Holders shall also be delivered to Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285... Avenue of the Americas, New York, NY 10019-6064, to the attention of Andrew N. Rosenberg, Esq. and Brian Bolin, Esq. ; and Brown Rudnick LLP, One Financial Center, Boston, Massachusetts 02111, to the attention of Andreas Andromalos, Esq. and Adam Grandy, Esq.View More
Notices. All notices, requests, demands and other communications under this Agreement shall be given in accordance with Section 21.04 of the Indenture, provided that courtesy copy of any notice (a) given to any Company Indenture Party shall be delivered to Porter Hedges LLP, 1000 Main Street, 35th Floor, Houston, Texas 77002, to the attention of E. James Cowen and Joyce K. Soliman, and (b) given to the Forbearing Holders shall also be delivered to Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285... Avenue of the Americas, New York, NY 10019-6064, to the attention of Andrew N. Rosenberg, Esq. and Brian Bolin, Esq. ; and Brown Rudnick LLP, One Financial Center, Boston, Massachusetts 02111, to the attention of Andreas Andromalos, Esq. and Adam Grandy, Esq.View More
Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carriers or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to... a party. The addresses for such communications are as set forth in the Purchase Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person. Signature page follows 4 The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge. The undersigned has executed this certificate on December 31, 2020. iPower Inc. By: /s/ Chenlong Tan Name: Chenlong Tan Title: Chief Executive Officer 5 EX-4.1 10 ipower_ex0401.htm CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK Exhibit 4.1 iPOWER INC. The undersigned, the Chief Executive Officer of iPower Inc., a Nevada corporation (the "Corporation"), does hereby certify that, pursuant to Nevada Revised Statute 78.1955 and the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the following resolution creating a series of preferred stock to be designated as Series A Convertible Preferred Stock, was duly adopted on November 12, 2020. RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by provisions of the Articles of Incorporation of the Corporation, as amended and restated on November 13, 2020, as document number NV20181256543 (the "Articles of Incorporation"), there hereby is created out of the 20,000,000 shares of authorized preferred stock, par value $0.001 per share (the "Preferred Stock"), of the Corporation, as authorized in Article FOURTH of the Corporation's Articles of Incorporation, a series of Preferred Stock of the Corporation, to be designated "Series A Preferred Stock," consisting of up to two hundred thousand (200,000) shares of the Corporation's Series A voting convertible redeemable preferred stock, par value $0.001 per share, which Series A Preferred Stock shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions: TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK 1. Designation and Number. (a) A series of Preferred Stock of the Corporation, designated as voting, convertible, redeemable Series A Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), is hereby established. The number of authorized shares of Series A Preferred Stock to be issued shall be two hundred thousand (200,000) shares. (b) The stated and liquidation value of the Series A Preferred Stock shall be TEN dollars ($10.00) per share ("Stated Value"). (c) The Series A Preferred Stock is being issued pursuant to the terms of that certain share purchase agreement among each of the purchasers (the "Purchasers") and the Corporation, dated as of December [ ], 2020 (the "Purchase Agreement"). Unless otherwise separately defined in this Certificate of Designation (this "Certificate"), all capitalized terms, when used herein, shall have the same meaning as they are defined in the Purchase Agreement. (d) As used in this Certificate, the term "Holders" shall mean the holder(s) of shares of Series A Preferred Stock.View More
Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carriers carries or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case... addressed to a party. The addresses for such communications are as set forth in the Purchase Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person. Signature page follows 4 person The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge. The undersigned has executed this certificate on December 31, September 25, 2020. iPower Inc. BOXLIGHT CORPORATION By: /s/ Chenlong Tan Name: Chenlong Tan Michael Pope Title: Chief Executive Officer 5 EX-4.1 10 ipower_ex0401.htm CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK 2 ex4-1.htm Exhibit 4.1 iPOWER INC. Exhibit A to Certificate of Designation BOXLIGHT CORPORATION The undersigned, the Chief Executive Officer of iPower Inc., Boxlight Corporation, a Nevada corporation (the "Corporation"), does hereby certify that, pursuant to Nevada Revised Statute 78.1955 and the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the following resolution creating a series of preferred stock to be designated as Series A B Convertible Preferred Stock, was duly adopted on November 12, September 18, 2020. RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by provisions of the Articles of Incorporation of the Corporation, as amended and restated on November December 13, 2020, 2016 as document number NV20181256543 20160540929-18 (the "Articles of Incorporation"), there hereby is created out of the 20,000,000 50,000,000 shares of authorized preferred stock, par value $0.001 $0.0001 per share (the "Preferred Stock"), of the Corporation, as authorized in Article FOURTH of the Corporation's Articles of Incorporation, a series of Preferred Stock of the Corporation, to be designated "Series A B Preferred Stock," consisting of up to two hundred thousand (200,000) One Million Five Hundred Eighty Five Thousand and Twenty (1,585,020) shares of the Corporation's Series A voting B non-voting convertible redeemable preferred stock, par value $0.001 $0.0001 per share, which Series A B Preferred Stock shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions: TERMS OF SERIES A B CONVERTIBLE PREFERRED STOCK 1. Designation and Number. (a) A series of Preferred Stock of the Corporation, designated as voting, convertible, non-voting, convertible and redeemable Series A B Preferred Stock, par value $0.001 $0.0001 per share ("Series A B Preferred Stock"), is hereby established. The number of authorized shares of Series A B Preferred Stock to be issued shall be two hundred thousand (200,000) One Million Five Hundred Eighty Five Thousand and Twenty (1,585,020) shares. (b) The stated and liquidation value of the Series A B Preferred Stock shall be TEN dollars Ten Dollars ($10.00) per share ("Stated Value"). (c) The Series A B Preferred Stock is being issued to the shareholders of Sahara Holdings Limited ("Sahara") pursuant to the terms of that certain share purchase agreement among each the shareholders of the purchasers Sahara (the "Purchasers") "Sellers") and the Corporation, dated as of December [ ], September __, 2020 (the "Purchase Agreement"). Unless otherwise separately defined in this Certificate of Designation (this "Certificate"), all capitalized terms, when used herein, shall have the same meaning as they are defined in the Purchase Agreement. (d) As used in this Certificate, the term "Holders" shall mean the shareholders of Sahara or one or more other holder(s) of shares of Series A B Preferred Stock. View More
Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carriers carries or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case... addressed to a party. The addresses for such communications are as (i) if to the Corporation c/o Solaris Power Cells, Inc.., 3111 East Tahquitz Way, Palm Desert, CA 92262; and (ii) if to any Holder to the address set forth in under such Holder's name on the Purchase execution page to the Exchange Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person. Signature page follows 4 person * * * * * 5 The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge. The undersigned has executed this certificate on December 31, 2020. iPower Inc. May 16, 2016. SOLARIS POWER CELLS, INC. By: /s/ Chenlong Tan Roy Givens Name: Chenlong Tan Roy Givens, Title: Chief Executive Financial Officer 5 EX-4.1 10 ipower_ex0401.htm 6 EX-10.2 3 ex10-2.htm Exhibit A to the Exchange Agreement CERTIFICATE OF DESIGNATION DESIGNATIONS OF THE SERIES A CONVERTIBLE PREFERRED STOCK Exhibit 4.1 iPOWER OF SOLARIS POWER CELLS, INC. The undersigned, PURSUANT TO SECTION 78.195 OF THE NEVADA REVISED STATUTES I, Roy Givens, hereby certify that I am the Chief Executive Officer of iPower Inc., a Nevada corporation Solaris Power Cells, Inc. (the "Corporation"), does a corporation organized and existing under the Nevada Revised Statutes (the "NRS"), and further do hereby certify that, certify: That pursuant to Nevada Revised Statute 78.1955 and the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the following resolution creating a series of preferred stock to be designated as Series A Convertible Preferred Stock, was duly adopted on November 12, 2020. RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by provisions of the Articles of Incorporation of the Corporation, as amended and restated on November 13, 2020, as document number NV20181256543 (the "Articles of Incorporation"), there hereby is created out an aggregate of the 20,000,000 One Million (1,000,000) shares of authorized preferred stock, $0.001 par value $0.001 per share (the "Preferred Stock"), Stock") are authorized for issuance, and may contain such rights, privileges and designations (including voting and conversion rights) as the Board of Directors of the Corporation, as authorized in Article FOURTH of Corporation (the "Board") may, from time to time, designate. That pursuant to the Corporation's authority expressly conferred upon the Board by the Articles of Incorporation, on May 16, 2016, the Board adopted the following resolutions creating a series of One Million (1,000,000) authorized shares of Preferred Stock designated as voting Series A Preferred Stock of the Corporation, to be designated "Series A Preferred Stock," consisting none of up to two hundred thousand (200,000) which shares of have been issued. RESOLVED, that the Corporation's Series A voting convertible redeemable preferred stock, par value $0.001 per share, which Board designates the Series A Preferred Stock shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations number of shares constituting such series, and restrictions: fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles of Incorporation as follows: TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK 1. Designation and Number. (a) A series of Preferred Stock of the Corporation, designated as voting, convertible, redeemable convertible Series A Preferred Stock, par value $0.001 per share share, ("Series A Preferred Stock"), Stock") is hereby established. The number of authorized shares of Series A Preferred Stock to shall initially be issued shall be two hundred thousand (200,000) One Million (1,000,000) shares. (b) The stated and liquidation value of the Series A Preferred Stock shall be TEN dollars ($10.00) one cent ($0.01) per share of Series A Preferred Stock ("Stated Value"). (c) The Series A Preferred Stock is being issued pursuant to on a date (the "Issuance Date") which will be simultaneous with the terms of Closing Date as set forth under that certain share purchase agreement among each of the purchasers (the "Purchasers") Option and the Corporation, Separation Agreement, dated as of December [ ], 2020 April 15, 2016 (the "Purchase Agreement"). "Agreement") by and among Leonard Caprino and the Corporation. (d) As used in this Certificate, the term "Holder" shall mean one or more holder(s) of shares of Series A Preferred Stock. (e) Unless otherwise separately defined in this Certificate of Designation (this "Certificate"), Certificate, all capitalized terms, when used herein, herein shall have the same meaning as they are defined in the Purchase Agreement. (d) As used in this Certificate, the term "Holders" shall mean the holder(s) of shares of Series A Preferred Stock.View More
Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g. Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed... to have been given (a) on the business day immediately following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the business day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 8): If to the Company: Aretelo Biosciences, Inc. 888 Prospect St, Suite 210, La Jolla, CA 92037 President and Chief Executive Officer If to the Holder, at the address set forth on the signature page of the Subscription Agreement. Notwithstanding the time of effectiveness of notices set forth in this Section 8, a Notice of Exercise shall not be deemed effectively given until it has been duly completed and submitted to the Company together with this original Warrant and payment of the Exercise Price in a manner set forth in this Section 8.View More
Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g. Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed... to have been given (a) on the business day immediately following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the business day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 8): 5 If to the Company: Aretelo Biosciences, Janus Resources, Inc. 888 Prospect St, 430 Park Avenue Suite 210, La Jolla, CA 92037 702 New York, NY 10022 President and Chief Executive Officer If to the Holder, at the address set forth on the signature page of the Subscription Agreement. Holder: Jörg C. Gerlach, MD, PhD Notwithstanding the time of effectiveness of notices set forth in this Section 8, a Notice of Exercise shall not be deemed effectively given until it has been duly completed and submitted to the Company together with this original Warrant and payment of the Exercise Price in a manner set forth in this Section 8. View More
Notices. All notices, requests, documents delivered, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by facsimile transmission, mailed (first class postage prepaid) or by electronic mail ("e-mail") to the Parties at the following addresses, facsimile numbers, or e-mail addresses: If to the Company: Caesars Entertainment Operating Company, Inc. One Caesars Palace Drive Las Vegas, NV 89109 Attn: General Counsel With a copy to... (which shall not constitute notice): Kirkland & Ellis LLP 601 Lexington Ave New York, NY 10022 Attn: Paul M. Basta, P.C. Nicole L. Greenblatt Facsimile: (212) 446 4900 E-mail Address: paul.basta@kirkland.com ngreenblatt@kirkland.com 27 -and- Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attn: David R. Seligman, P.C. Ryan Preston Dahl E-mail Address: dseligman@kirkland.com rdahl@kirkland.com Facsimile: (312) 862-2200 If to CEC: Caesars Entertainment Corp. One Caesars Palace Drive Las Vegas, NV 89109 Attn: General Counsel With a copy to (which shall not constitute notice): Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attn: Jeffrey D. Saferstein Samuel E. Lovett Telephone: (212) 373-3000 Facsimile (212) 373-2053 E-mail Address: jsaferstein@paulweiss.com slovett@paulweiss.com If to a Consenting Creditor, to the address set forth beneath such lender's signature block, with a copy to (which shall not constitute notice): Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Attn: Kenneth H. Eckstein Daniel M. Eggermann Telephone: (212) 715-9100 Facsimile: (212) 715-8229 E-mail Address: keckstein@kramerlevin.com deggermann@kramerlevin.com 28 27. Third-Party Beneficiaries. Unless expressly stated herein, the terms and provisions of this Agreement are intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.View More
Notices. All notices, requests, documents delivered, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by facsimile transmission, mailed (first class postage prepaid) or by electronic mail ("e-mail") to the Parties at the following addresses, facsimile numbers, or e-mail addresses: If to the Company: Caesars Entertainment Operating Company, Inc. One Caesars Palace Drive Las Vegas, NV 89109 Attn: General Counsel With a copy to... (which shall not constitute notice): Kirkland & Ellis LLP 601 Lexington Ave New York, NY 10022 Attn: Paul M. Basta, P.C. Nicole L. Greenblatt Greenblatt, P.C. Facsimile: (212) 446 4900 E-mail Address: paul.basta@kirkland.com ngreenblatt@kirkland.com 27 19 -and- Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attn: David R. Seligman, P.C. Ryan Preston Dahl Joseph M. Graham Facsimile: (312) 862-2200 E-mail Address: dseligman@kirkland.com rdahl@kirkland.com Facsimile: (312) 862-2200 joe.graham@kirkland.com If to CEC: Caesars Entertainment Corp. One Caesars Palace Drive Las Vegas, NV 89109 Attn: General Counsel With a copy to (which shall not constitute notice): Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attn: Jeffrey D. Saferstein Samuel E. Lovett Telephone: (212) 373-3000 Facsimile (212) 373-2053 E-mail Address: jsaferstein@paulweiss.com slovett@paulweiss.com If to a Consenting Creditor, to the address set forth beneath such lender's signature block, with a copy to (which shall not constitute notice): Kramer Levin Naftalis -and- Milbank, Tweed, Hadley & Frankel McCloy LLP 1177 Avenue of the Americas New York, NY 10036 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attn: Kenneth H. Eckstein Daniel M. Eggermann Paul S. Aronzon Thomas R. Kreller Telephone: (212) 715-9100 (213) 892-4000 Facsimile: (212) 715-8229 E-mail (213) 629-5063 Email Address: keckstein@kramerlevin.com deggermann@kramerlevin.com 28 27. paronzon@milbank.com tkreller@milbank.com 20 22. Third-Party Beneficiaries. Unless expressly stated herein, the The terms and provisions of this Agreement are intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person. View More
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, telex or facsimile transmission to: Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (Facsimile: (212) 214-5918); Raymond James & Associates, Inc., 800 Carillon Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate; and KeyBanc Capital Markets, 127 Public Square, 4th Floor,... Cleveland, Ohio 44114 Attention: Equity 34 Syndicate Department (Facsimile: 216-689-0845), with a copy to Legal (Facsimile: 216-689-4121); and with a copy (which shall not constitute notice) to Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114, Attention: Michael J. Solecki, Esq. (Facsimile: 216-579-0212; Telephone: 216-586-7103); and (b) if to CareTrust or the Operating Partnership, shall be delivered or sent by mail or facsimile transmission to it at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, Attention: William M. Wagner, Chief Financial Officer (Facsimile: 949-540-3002; Telephone: 949-542-3133); with a copy (which shall not constitute notice) to O'Melveny & Myers LLP, 610 Newport Center Drive, Suite 1700, Newport Beach, CA 92660, Attention: Shelly Heyduk (Facsimile: 949-823-6994; Telephone: 949-823-7968). Any notice of a change of address or facsimile transmission number must be given by CareTrust or the Underwriters, as the case maybe, in writing at least three days in advance of such change.View More
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, telex or facsimile transmission to: KeyBanc Capital Markets, 127 Public Square, 4th Floor, Cleveland, Ohio 44114 Attention: Equity Syndicate Department (Facsimile: 216-689-0845), with a copy to Legal (Facsimile: 216-689-4121); to BMO Capital Markets Corp., 3 Times Square, 25th Floor, New York, New York 10036, Attention: Equity Capital Markets desk,... with a copy to the Legal Department (Fax: (212) 702-1205); 34 Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (Facsimile: (212) 214-5918); Raymond James & Associates, Inc., 800 Carillon Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate; and KeyBanc Capital Markets, 127 Public Square, 4th Floor, Cleveland, Ohio 44114 Attention: Equity 34 Syndicate Department (Facsimile: 216-689-0845), with a copy to Legal (Facsimile: 216-689-4121); 214-5918)); and with a copy (which shall not constitute notice) to Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114, Attention: Michael J. Solecki, Esq. (Facsimile: 216-579-0212; Telephone: 216-586-7103); and (b) if to CareTrust or the Operating Partnership, shall be delivered or sent by mail or facsimile transmission to it at 905 Calle Amanecer, Suite 300, San Clemente, California 92673, Attention: William M. Wagner, Chief Financial Officer (Facsimile: 949-540-3002; Telephone: 949-542-3133); with a copy (which shall not constitute notice) to O'Melveny & Myers LLP, 610 Newport Center Drive, Suite 1700, Newport Beach, CA 92660, Attention: Shelly Heyduk (Facsimile: 949-823-6994; Telephone: 949-823-7968). Any notice of a change of address or facsimile transmission number must be given by CareTrust or the Underwriters, as the case maybe, in writing at least three days in advance of such change. View More
Notices. Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other reporting required pursuant to Section 6.2 of this Agreement, which shall be sent as directed in the monthly reporting forms provided by Bank) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return... receipt requested, or by telefacsimile or electronic mail to Borrower or to Bank, as the case may be, at its addresses set forth below: If to Borrower: Precision Biosciences, Inc. ELO Life Systems, Inc. 302 East Pettigrew Street Dibrell Bldg., Suite A-100 Durham, NC 27701 Attn: Abid Ansari, VP Finance FAX: (____) E-Mail: abid.ansari@precisionbiosciences.com 20. If to Bank: Pacific Western Bank 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Loan Operations Manager FAX: (919) 314-3080 E-Mail: loannotices@square1bank.com with a copy to: Pacific Western Bank 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Evan Travis FAX: (919) 314-3090 The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.View More
Notices. Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other reporting required pursuant to Section 6.2 of this Agreement, which shall be sent as directed in the monthly reporting forms provided by Bank) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return... receipt requested, or by telefacsimile or electronic mail to Borrower or to Bank, as the case may be, at its addresses set forth below: If to Borrower: Precision Borrower:Precision Biosciences, Inc. ELO Inc.ELO Life Systems, Inc. 302 East Pettigrew Street Dibrell Bldg., Suite A-100 Durham, NC 27701 Attn: Abid Ansari, VP Finance FAX: (____) _______________ E-Mail: abid.ansari@precisionbiosciences.com 20. If to Bank: Pacific Bank:Pacific Western Bank 20. 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Loan Operations Manager FAX: (919) 314-3080 E-Mail: loannotices@square1bank.com with a copy to: Pacific to:Pacific Western Bank 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Evan Travis FAX: (919) 314-3090 The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other. View More
Notices. Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other reporting required pursuant to Section 6.2 of this Agreement, which shall be sent as directed in the monthly reporting forms provided by Bank) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return... receipt requested, or by telefacsimile or electronic mail to Borrower or to Bank, as the case may be, at its addresses set forth below: If to Borrower: Precision Biosciences, Inc. ELO Life Systems, Inc. 302 East Pettigrew Street Dibrell Bldg., Borrower:LIQUIDIA TECHNOLOGIES, INC.419 Davis Drive, Suite A-100 Durham, NC 27701 Attn: Abid Ansari, VP Finance FAX: (____) E-Mail: abid.ansari@precisionbiosciences.com 20. 100Morrisville, North Carolina 27560-6837Attn: In-house CounselFAX: (919) 328-4402 If to Bank: Pacific Bank:Pacific Western Bank 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Loan Operations Manager FAX: (919) 314-3080 E-Mail: 314-3080E-Mail: loannotices@square1bank.com with a copy to: Pacific to:Pacific Western Bank 406 Bank406 Blackwell Street, Suite 240 Durham, 240Durham, North Carolina 27701 Attn: Evan Travis FAX: 27701Attn: Mara HuntingtonFAX: (919) 314-3090 The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other. View More
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission, (b) the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or (c) the third Trading Day after mailing by domestic or international... express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) day's advance written notice similarly given to each of the other parties hereto): COMPANY: Helix TCS, Inc. 10200 E. Girard Avenue, Suite B420 Denver, CO 80231 T: 720-328-5372 Email: sogur@helixtcs.com LENDER: At the address set forth on the signature page of this Agreement. 21 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Lender's representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Loan Amount, and shall inure to the benefit of the Lender and the Company and their respective successors and assigns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]View More
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission, (b) the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or (c) the third Trading Day after mailing by domestic or international... express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) day's advance written notice similarly given to each of the other parties hereto): COMPANY: Helix TCS, Inc. 10200 E. Girard Avenue, Suite B420 Denver, CO 80231 T: 720-328-5372 Email: sogur@helixtcs.com LENDER: At the address set forth on the signature page of this Agreement. 21 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Lender's representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Loan Amount, and shall inure to the benefit of the Lender and the Company and their respective successors and assigns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]View More
