Notices Contract Clauses (104,236)

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Parent in accordance with Section 8.6 of the Merger Agreement and to each Stockholder at his or her address set forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

Notices. Any notice required or authorized hereunder shall be deemed delivered when deposited, postage prepaid, in the United States mail, certified, with return receipt requested, addressed to the parties as follows: 10 If to Executive: With a copy to: Stephen J. Mueller 16640 Bartizan Drive Wildwood, MO 63038 If to Company: With a copy to: Peak Resorts, Inc. David L. Jones, Esq. 17409 Hidden Valley Drive Sandberg Phoenix & von Gontard P.C. Wildwood, MO 63025 120 S. Central Ave., Ste. 1500 St. Louis,... MO 63105 16. Code Section 409A. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and related U.S. Treasury regulations or pronouncements ("Section 409A") and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to an Executive's termination of employment shall mean a cessation of the employment relationship between the Executive and the Company which constitutes a "separation from service" as determined in accordance with Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, if on the date of termination of Executive's employment with the Company, as a result of such termination, Executive would receive any payment that, absent the application of this Section 16 would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the date that is the earliest of (1) 6 months after the date of termination of Executive's employment, (2) Executive's death, or (3) such other date as will cause such payment not to be subject to such interest and additional tax. View More

Notices. Notice shall be given by email at the most recent address last received by Seller from Buyer or by Buyer from Seller. Notice may also be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice, unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set forth herein: Seller: Thomas DeNunzio, President and Director Brilliant Acquisition, Inc. 780 Reservoir Avenue, #123... Cranston, R.I. 02910 FAX: (401) 633-7300 Email: teakwood5@cox.net Purchaser: e-Learning Laboratory Co., Ltd. 1-23-38-6F, Esakacho Suita-shi, Osaka 564-0063 Japan FAX: +81-6-6339-4180 Email: koga@e-ll.co.jp 6. GOVERNING LAW. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware. The parties herein waive trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorney's fee, costs, expenses, in addition to any other relief to which the prevailing party may be entitled. View More

Notices. For the purpose 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 personally delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addressees set forth on the first page of this Agreement, or at such other addresses as the parties may designate in writing.

Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify): If to the Company, to: GNC Holdings, Inc.300 Sixth AvenuePittsburgh, Pennsylvania 15222Attention: Chief Legal Officer If to the Participant, to the address on file with the Company. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, fax no. 646-562-1124, Attention: General Counsel, with a copy to LeClairRyan, 885 Third Avenue, New York, NY 10022, Attention: James T. Seery.... Email:james.seery@leclairryan.com; or if sent to the Company, shall be delivered to Mast Therapeutics, Inc., 3611 Valley Centre Drive, Suite 500, San Diego, CA 92130, Attention: Chief Financial Officer, with a copy to DLA Piper LLP (US), 4365 Executive Drive, Suite 1100, San Diego, CA 92121, Attention: Michael S. Kagnoff. Email:michael.kagnoff@dlapiper.com. Each 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. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. View More

Notices. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given and received upon the earlier of receipt of such notice or four Business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (a) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation's Certificate of... Incorporation, as amended; (b) if to any holder of Series A Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation's transfer agent); or (c) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given. 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 Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD, J.P. Morgan Securities LLC (fax no. : (212) 622-8358) and confirmed to J.P. Morgan Securities LLC, at 383 Madison Avenue, 28th Floor, New York, New York, 10179, Attention: Equity Syndicate Desk, and 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; or, if sent to the Company, will be mailed, delivered or telefaxed to WCI Communities, Inc. (fax no. : (239) 498-8277) and confirmed to it at 24301 Walden Center Drive, Bonita Springs, Florida 34134, attention of the Legal Department; or if sent to any Selling Stockholder, will be mailed, delivered or telefaxed and confirmed to it at the address set forth in Schedule I hereto. View More

Notices. All notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the Representative, Aegis Capital Corp., 810 Seventh Avenue, 18th Floor, New York, NY 10019, Attention: Global Equity Markets, with a copy to Aegis Capital Corp., 810 Seventh Avenue, 18th Floor, New York, NY 10019, Attention: Syndicate, and to Sichenzia Ross Ference LLP, 1185 Avenue of the Americas, 37th Floor, New York, NY 10036,... Attention: Gregory Sichenzia, and (b) if to the Company, to the Company's agent for service as such agent's address appears on the cover page of the Registration Statement with a copy to Shepard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plaza, New York, NY 10112-0015, Attention: Jeffrey Fessler. View More

Notices. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile,... and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed, (D) at the time of transmission, if delivered by electronic mail to the email address specified in this Section 9 prior to 5:00 p.m. (New York time) on a Trading Day, (and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and will be delivered and addressed as follows: If to the Company: Larimar Therapeutics, Inc. Three Bala Plaza East, Suite 506, Bala Cynwyd, PA 19004 -10- Attention: Dr. Carole Ben-Maimon, M.D. Email: cbenmaimon@larimartx.com With copy (which shall not constitute notice) to: Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square Philadelphia, PA 19103-2799 Attention: Rachael M. Bushey and Jennifer Porter Email: Rachael.Bushey@troutman.com; Jennifer.Porter@troutman.com If to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company (with copies to the persons and at the address as the Holder shall designate). View More