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. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by an internationally recognized overnight courier to the respective Party at the following addresses (or at such other address for a Party as shall be specified by like notice, provided that a notice of change of address(es) shall be effective only from the date of its receipt by the other Party): (i) if to Executive, then to: Carmine T. Oliva P.O. Box 2006 Elizabeth City, NC 27906 (ii)... if to the Company, then to: EMRISE Corporation c/o Lucosky Brookman LLP 101 Wood Avenue South Woodbridge, NJ 08830 Attention: Joseph M. Lucosky Fax: (732) 395-4401 12. Internal Revenue Code Section 409A. It is the intent of the Parties that any compensation and benefits payable or provided to Executive under this Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (collectively, "Section 409A") or in accordance with any applicable exemption from Section 409A. The Parties acknowledge and agree that all compensation and benefits payable or provided to Executive under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not report any of such compensation or benefits in Box 12 of Executive's Form W-2 using code "Z." Notwithstanding anything to the contrary in this Agreement, if Executive is a "specified employee" within the meaning of Section 409A at the time of Executive's separation from service (other than due to death), then the payments of "nonqualified deferred compensation" subject to Section 409A, if any, that are payable within the first six months following Executive's separation from service, will be paid on the first date of the seventh (7th) month following the date of Executive's separation from service. Notwithstanding anything herein to the contrary, in the event of Executive's death following Executive's separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other deferred compensation payments will be payable in accordance with the payment schedule applicable to each payment or benefit. For purposes of Section 409A, Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "within sixty (60) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company.View More
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by an internationally recognized overnight courier to the respective Party at the following addresses (or at such other address for a Party as shall be specified by like notice, provided that a notice of change of address(es) shall be effective only from the date of its receipt by the other Party): (i) if (i)if to Executive, then in entirety to: Carmine T. Oliva P.O. Box 2006 Elizabeth... City, NC 27906 (ii) if Melvin Leiner with a copy to: c/o Schoeppl Law, P.A. 4651 North Federal Highway Boca Raton, FL 33431 Attention: Carl F. Schoeppl Fax: (561) 394-3121 c/o Wenzel Fenton Cabassa, P.A. 1110 N. Florida Ave. Suite 300 Tampa, FL 33602 Attention: Steven G. Wenzel Fax: (813) 229-8712 (ii)if to the Company, then Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd. #6 Boca Raton, Florida 33431 Attn: Chief Executive Officer with a copy to: EMRISE Corporation c/o Lucosky Brookman LLP 101 Wood Avenue South Woodbridge, NJ 08830 Attention: Joseph M. Lucosky Fax: (732) 395-4401 12. 7 11. Internal Revenue Code Section 409A. It is the intent of the Parties that any compensation and benefits payable or provided to Executive under this Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (collectively, "Section 409A") or in accordance with any applicable exemption from Section 409A. The Unless otherwise provided herein, the Parties acknowledge and agree that all compensation and benefits payable or provided to Executive under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not report any of such compensation or benefits in Box 12 of Executive's Form W-2 using code "Z." Notwithstanding anything to the contrary in this Agreement, if Executive is has been determined to be a "specified employee" within the meaning of Section 409A at the time of Executive's separation from service (other than due to death), then therefore, the payments of "nonqualified deferred compensation" subject to Section 409A, if any, that are payable within the first six months following Executive's separation from service, will be paid on the first date of the seventh (7th) month following the date of Executive's separation from service. Notwithstanding anything herein to the contrary, in the event of Executive's death following Executive's separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other deferred compensation payments will be payable in accordance with the payment schedule applicable to each payment or benefit. For purposes of Section 409A, Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "within sixty (60) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. Company, but shall not exceed the maximum days allotted (e.g. "within sixty (60) days"). View More
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by an internationally recognized overnight courier to the respective Party at the following addresses (or at such other address for a Party as shall be specified by like notice, provided that a notice of change of address(es) shall be effective only from the date of its receipt by the other Party): (i) if to Executive, Employee, then to: Carmine T. Oliva P.O. Box 2006 Elizabeth City, NC... 27906 Ronald Durando 43 Alexander Avenue Nutley, New Jersey 07110 Tel No. : 973-489-1923 with a copy, which shall not constitute notice, to: [●] [●] [●]Attention: [●] Tel No. : [●] (ii) if to the Company, then to: EMRISE Microphase Corporation c/o 100 Trap Falls Road Extension, Suite 400 Shelton, Connecticut 06484 Attention: Michael Ghadaksaz Tel No. : (203) 866-8000 with a copy, which shall not constitute notice, to: Lucosky Brookman LLP 101 Wood Avenue South South, 5th Fl. Woodbridge, NJ 08830 Attention: Joseph M. Lucosky Fax: Lucosky, Esq. Tel No. : (732) 395-4401 395-4400 6 12. Internal Revenue Code Section 409A. It is the intent of the Parties that any compensation and benefits payable or provided to Executive Employee under this Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (collectively, "Section 409A") or in accordance with any applicable exemption from Section 409A. The Parties acknowledge and agree that all compensation and benefits payable or provided to Executive Employee under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not report any of such compensation or benefits in Box 12 of Executive's Employee's Form W-2 using code "Z." Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a "specified employee" within the meaning of Section 409A at the time of Executive's Employee's separation from service (other than due to death), then the payments of "nonqualified deferred compensation" subject to Section 409A, if any, that are payable within the first six months following Executive's Employee's separation from service, will be paid on the first date of the seventh (7th) month following the date of Executive's Employee's separation from service. Notwithstanding anything herein to the contrary, in the event of Executive's Employee's death following Executive's Employee's separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's Employee's death and all other deferred compensation payments will be payable in accordance with the payment schedule applicable to each payment or benefit. For purposes of Section 409A, Executive's Employee's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "within sixty (60) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. View More
Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including in electronic formats) and shall be deemed to have been duly given and made if (i) on delivery if delivered by hand, (ii) one (1) business day after if sent to an email address of record provided receipt is confirmed, or (iii) three business 10 days after sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly... addressed to the parties as follows: if to the Corporation: GoodRx, Inc. 233 Wilshire Boulevard, Ste. 990 Santa Monica, CA 90401 Attention: Chief Financial Officer if to the Executive, to the address (or e-mail address) most recently on file in the personnel records of the Corporation.View More
Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including in electronic formats) and shall be deemed to have been duly given and made if (i) on delivery if delivered by hand, (ii) one (1) business day after if sent to an email address of record provided receipt is confirmed, or (iii) three business 10 days after sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly... addressed to the parties as follows: 10 if to the Corporation: GoodRx, Inc. 233 Wilshire Boulevard, Ste. 990 2701 Olympic Boulevard Santa Monica, CA 90401 90404 Attention: Chief Financial Officer General Counsel if to the Executive, to the address (or e-mail address) most recently on file in the personnel records of the Corporation. View More
Notices. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant's rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant's rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable... to his guardian or legal representative. The Participant may designate a beneficiary or beneficiaries (the "Beneficiary") to whom the Award under this Agreement, if any, will pass upon the Participant's death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant's death, the Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant's death, the Award shall pass by will or, if none, then by the laws of descent and distribution.View More
Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively... delivered or given upon receipt.Notwithstanding the foregoing, in the event that the address of the Company's principal executive offices is changed prior to the date of any settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company's principal executive offices.Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.9.Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant's rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant's rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his guardian or legal representative. The Participant may designate a beneficiary or beneficiaries (the "Beneficiary") to whom the Award under this Agreement, if any, will pass upon the Participant's death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant's death, the Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant's death, the Award shall pass by will or, if none, then by the laws of descent and distribution. View More
Notices. Except as otherwise provided in the Agreement, (a) whenever notice is required by the provisions of this Agreement to be given to the Company, such notice will be in writing or by facsimile addressed to the Company at 55 Ameriprise Financial Center, Minneapolis, Minnesota 55474, Fax (612) 671-5108, Attention: General Counsel with a copy to Faegre Baker Daniels LLP at 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Fax (612) 766-7000, Attention: Amy Seidel; and... (b) whenever notice is required by the provisions of this Agreement to be given to the several Underwriters, such notice will be in writing or by facsimile addressed to you in care of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax: 646-291-1469), Attention: General Counsel; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-834-6081), Attention: Investment Grade Syndicate Desk; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 (fax: (646) 855-5958), Attention: High Grade Transaction Management/Legal. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.View More
Notices. Except as otherwise provided in the Agreement, (a) whenever notice is required by the provisions of this Agreement to be given to the Company, such notice will be in writing or by facsimile addressed to the Company at 55 Ameriprise Financial Center, Minneapolis, Minnesota MN 55474, Fax (612) 671-5108, Attention: General Counsel with a copy to Faegre Baker Daniels LLP at 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota MN 55402, Fax (612) 766-7000, Attention: Amy Seidel;... and (b) whenever notice is required by the provisions of this Agreement to be given to the several Underwriters, such notice will be in writing or by facsimile addressed to you in care of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax: 646-291-1469), Attention: General Counsel; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-834-6081), Attention: Investment Grade Syndicate Desk; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202 (fax: (646) 855-5958), 704-410-0326), Attention: High Grade Transaction Management/Legal. Management. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More
Notices. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by facsimile (and promptly confirmed by personal delivery or overnight courier), or sent by internationally-recognized overnight courier addressed as follows: If to Intensity, to: Intensity Therapeutics, Inc. 61 Wilton Road 3rd Floor Westport, CT 06880 Attention: Chief Executive Officer With a copy (which shall not constitute notice) to: * If to MSD, to: MSD... International GmbH Weystrasse 20 6000 Luzern 6 Switzerland Attention: Director [***] With copies (which shall not constitute notice) to: [***] [***] [***] 23. Relationship of the Parties. The relationship between the Parties is and shall be that of independent contractors, and does not and shall not constitute a partnership, joint venture, agency or fiduciary relationship. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or take any actions, that are binding on the other Party, except with the prior written consent of the other Party to do so. All Persons employed by a Party will be the employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party. 24 24. Counterparts and Due Execution. This Agreement and any amendment may be executed in any number of counterparts (including by way of facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, notwithstanding any electronic transmission, storage and printing of copies of this Agreement from computers or printers. When executed by the Parties, this Agreement shall constitute an original instrument, notwithstanding any electronic transmission, storage and printing of copies of this Agreement from computers or printers. For clarity, facsimile signatures and signatures transmitted via PDF shall be treated as original signatures.View More
Notices. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by facsimile (and promptly confirmed by personal delivery or overnight courier), or sent by internationally-recognized overnight courier addressed as follows: If to Intensity, Sponsor, to: Intensity Therapeutics, Inc. 61 Wilton Road 3rd Floor Westport, CT 06880 Attention: Chief Executive Officer With a copy (which shall not constitute notice) to: * [Redacted] If to ... class="diff-color-red">MSD, Regeneron, to: MSD International GmbH Weystrasse 20 6000 Luzern 6 Switzerland Attention: Director [***] With copies (which shall not constitute notice) to: [***] [***] [***] 23. Relationship of the Parties. [Redacted] 21. RELATIONSHIP OF THE PARTIES. The relationship between the Parties is and shall be that of independent contractors, and does not and shall not constitute a partnership, joint venture, agency or fiduciary relationship. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or take any actions, that which are binding on the other Party, except with the prior written consent of the other Party to do so. All Persons persons employed by a Party will be the employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party. 24 24. Counterparts and Due Execution. 33 Regeneron - Confidential 22. COUNTERPARTS AND DUE EXECUTION. This Agreement and any amendment may be executed in any number of two (2) or more counterparts (including by way of facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, notwithstanding any electronic transmission, storage and printing of copies of this Agreement from computers or printers. When executed by the Parties, this Agreement shall constitute an original instrument, notwithstanding any electronic transmission, storage and printing of copies of this Agreement from computers or printers. For clarity, facsimile signatures, electronic signatures and signatures transmitted via PDF shall be treated as original signatures. View More
Notices. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by facsimile or email (and promptly confirmed by personal delivery or overnight courier), or sent by internationally-recognized overnight courier addressed as follows: If to Intensity, to: Intensity Therapeutics, Inc. 61 Wilton Road 3rd Floor Westport, CT 06880 Attention: Chief Executive Officer With a copy (which shall not constitute notice) to: * Collaborator, to the... address(es) set forth in the Collaborator Notice Block on the Information Sheet. If to MSD, to: MSD International GmbH Weystrasse 20 6000 Luzern 6 Switzerland Attention: Director [***] MSD International Business GmbH [***] With copies (which shall not constitute notice) to: [***] [***] [***] 23. Relationship of the Parties. RELATIONSHIP OF THE PARTIES. The relationship between the Parties is and shall be that of independent contractors, and does not and shall not constitute a partnership, joint venture, agency or fiduciary relationship. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or take any actions, that are binding on bind the other Party, except with the other Party's express prior written consent of the other Party to do so. consent. All Persons employed by a Party will be the employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party. 38 24. 24. Counterparts and Due Execution. COUNTERPARTS AND DUE EXECUTION. This Agreement and any amendment may be executed in any number of counterparts (including by way of facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, notwithstanding any electronic transmission, storage and or printing of copies of this Agreement from computers or printers. Agreement. When executed by the Parties, this Agreement shall constitute an original instrument, notwithstanding any electronic transmission, storage and or printing of copies of this Agreement from computers or printers. Agreement. For clarity, facsimile signatures and signatures transmitted via by PDF shall be treated as original signatures. View More
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 Grantee 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. BRIGHTCOVE INC. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the... Company's instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: Grantee's Signature Grantee's name and address: EX-10.8 8 d387977dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BRIGHTCOVE INC. 2021 STOCK INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the "Plan"), Brightcove Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the "Stock"), of the Company.View More
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 Grantee 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. BRIGHTCOVE BIODELIVERY SCIENCES INTERNATIONAL, INC. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance... of this Agreement pursuant to the Company's instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: Grantee's Signature Grantee's name and address: 3 EX-10.8 8 d387977dex108.htm d759244dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BRIGHTCOVE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2021 2019 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Brightcove BioDelivery Sciences International, Inc. 2021 2019 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), Brightcove BioDelivery Sciences International, Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the "Stock"), "Stock") of the Company. View More
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 Grantee 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. BRIGHTCOVE INC. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the... Company's instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: Grantee's Signature Grantee's name and address: EX-10.8 8 d387977dex108.htm EX-10.8 EX-10.8 EX-10.6 6 d387977dex106.htm EX-10.6 EX-10.6 Exhibit 10.8 10.6 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC. 2021 STOCK INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the "Plan"), Brightcove Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the "Stock"), of the Company. View More
Notices. All notices, consents, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person, mailed by first class mail (postage prepaid) or sent by email, courier or personal delivery to the parties hereto at the following addresses unless by such notice a different address shall have been designated: If to Spirit: Spirit of Texas Bancshares, Inc. 1836 Spirit of Texas Way Conroe, Texas... 77301 Attention: Mr. Dean O. Bass Email: DBass@sotb.com With a copy (which shall not constitute notice) to: Hunton Andrews Kurth LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Attention: Mr. Peter G. Weinstock Email: pweinstock@HuntonAK.com 5 If to the Company: First Beeville Financial Corporation 1400 East Houston Street Beeville, Texas 78102 Attention: Mr. Brian K. Schneider Email: brians@fnbsotx.com With a copy (which shall not constitute notice to: Fenimore, Kay, Harrison & Ford, LLP 5307 East Mockingbird Lane, Suite 950 Dallas, Texas 75206 Attention: Mr. Robert N. Flowers Email: rflowers@fkhpartners.com If to the Undersigned: At the address set forth on the Undersigned's signature page hereto. All notices sent by mail as provided above shall be deemed delivered three (3) days after deposit in the mail, all notices sent by courier as provided above shall be deemed delivered one (1) day after being sent and all notices sent by email shall be deemed delivered upon confirmation of receipt. All other notices shall be deemed delivered when actually received. Any party to this Agreement may change its address for the giving of notice specified above by giving notice as provided herein. Notices permitted to be sent via email shall be deemed delivered only if sent to such persons at such email addresses as may be set forth in writing (and confirmation of receipt is received by the sending party).View More
Notices. All notices, consents, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person, mailed by first class mail (postage prepaid) or sent by email, courier or personal delivery to the parties hereto at the following addresses unless by such notice a different address shall have been designated: If to Spirit: STXB: Spirit of Texas Bancshares, Inc. 1836 Spirit of Texas Way Conroe,... Texas 77301 Attention: Mr. Dean O. Bass Email: DBass@sotb.com With a copy (which shall not constitute notice) to: Hunton Andrews Kurth LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Attention: Mr. Peter G. Weinstock Email: pweinstock@HuntonAK.com 5 If to the Company: First Beeville Financial Corporation 1400 East Houston Street Beeville, CBI: Chandler Bancorp, Inc. 3915 S. Southwest Loop 323 Tyler, Texas 78102 75701-9233 Attention: Mr. Brian K. Schneider Steven Gregory Kidd Email: brians@fnbsotx.com greg@sgkidd.com With a copy (which shall not constitute notice notice) to: Fenimore, Kay, Harrison & Ford, LLP 5307 East Mockingbird Lane, 812 San Antonio Street, Suite 950 Dallas, 600 Austin, Texas 75206 78701 Attention: Mr. Robert N. Flowers Derek W. McGee Email: rflowers@fkhpartners.com DMcGee@fkhpartners.com If to the Undersigned: At the address set forth on the Undersigned's signature page hereto. All notices sent by mail as provided above shall be deemed delivered three (3) days after deposit in the mail, all notices sent by courier as provided above shall be deemed delivered one (1) day after being sent and all notices sent by email shall be deemed delivered upon confirmation of receipt. All other notices shall be deemed delivered when actually received. Any party to this Agreement may change its address for the giving of notice specified above by giving notice as provided herein. Notices permitted to be sent via email shall be deemed delivered only if sent to such persons at such email addresses as may be set forth in writing (and confirmation of receipt is received by the sending party). View More
Notices. Any notice required to be delivered to the Partnership under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant's address as then shown in the records of the Company, the Partnership or the applicable Affiliate. Any party hereto may designate another address in writing (or by such other method... approved by the Partnership) from time to time.View More
Notices. Any notice required to be delivered to the Partnership under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant's address as then shown in the records of the Company, the Partnership or the applicable Affiliate. Any party hereto may designate another address in writing (or by such other method... approved by the Partnership) from time to time. Page 8 ACTIVE 259034022 8. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by such party to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the parties hereto. View More
Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties as reflected in Schedule IV attached hereto. The Obligor's or the Guarantor's, as applicable,... address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Payees and shall be the most recent such address furnished in writing by the Obligor or the Guarantor's, as applicable, to the Payees. Any Payee's address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Obligor and shall be the most recent such address furnished in writing by such Payee to the Obligor, the Guarantor and the other Payee. Actual notice, however and from whomever given or received, shall always be effective when received.View More
Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties as reflected in Schedule IV attached pursuant to the notice information on the signature pages... hereto. All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address. The Obligor's or the Guarantor's, as applicable, address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Payees Payee and shall be the most recent such address furnished in writing by the Obligor or the Guarantor's, as applicable, to the Payees. Any Payee. The Payee's address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Obligor and shall be the most recent such address furnished in writing by such the Payee to the Obligor, the Guarantor and the other Payee. Obligor. Actual notice, however and from whomever given or received, shall always be effective when received. received.25. ENTIRE AGREEMENT. THIS NOTE TOGETHER WITH EACH OTHER BRIDGE LOAN DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PAYEE, THE OBLIGOR, THE GUARANTORS AND OTHER PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR CONFLICTING OR INCONSISTENT AGREEMENTS, CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER. EACH OF THE OBLIGOR AND THE GUARANTORS ACKNOWLEDGES AND AGREES THAT THERE IS NO ORAL AGREEMENT BETWEEN THE OBLIGOR, THE GUARANTORS AND THE PAYEE WHICH HAS NOT BEEN INCORPORATED IN THIS NOTE OR A BRIDGE LOAN DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH. View More
Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties as reflected in Schedule IV attached hereto. The Obligor's or the Guarantor's, as applicable, on... Appendix B. Any Note Party's address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Payees Payee and shall be the most recent such address furnished in writing by the Obligor or the Guarantor's, as applicable, Note Parties to the Payees. Any Payee. The Payee's address for notices may be changed at any time and from time to time, but only after five (5) calendar days advance written notice to the Obligor Issuer and shall be the most recent such address furnished in writing by such the Payee to the Obligor, the Guarantor and the other Payee. Issuer. Actual notice, however and from whomever given or received, shall always be effective when received. View More
Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or... certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, and will be delivered and addressed as follows: (i)if to the Company, to: SenesTech, Inc. 3140 N. Caden Court, Suite 1 Flagstaff, AZ 86004 Attn: Chief Executive Officer Email: Loretta.Mayer@senestech.com with a copy to: 1120 NW Couch Street 10th Floor Portland, Oregon 97209-4128 Attn: Chris Hall Facsimile: (503)727-2222 Email:chall@perkinscoie.com (ii) if to the Holder, at the address of the Holder appearing on the books of the Company. Exhibit 4.1 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.View More
Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed and (a) if delivered within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or email or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given upon the earlier of actual... receipt or (i) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile, facsimile or email, upon electronic confirmation of receipt, and will be delivered and addressed as follows: (i)if (i) if to the Company, to: SenesTech, Inc. 3140 N. Caden Court, The Lovesac Company Two Landmark Square, Suite 1 Flagstaff, AZ 86004 Attn: 300 Stamford, Connecticut 06901 Attention: Chief Executive Financial Officer Email: Loretta.Mayer@senestech.com with a copy to: 1120 NW Couch Street 10th Floor Portland, Oregon 97209-4128 Attn: Chris Hall Facsimile: (503)727-2222 Email:chall@perkinscoie.com E-Mail: donna@lovesac.com (ii) if to the Holder, at the address of the Holder appearing on the books of the Company. Exhibit 4.1 7 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. View More
Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or... certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, and will be delivered and addressed as follows: (i)if to the Company, to: SenesTech, Inc. 3140 N. Caden Court, Suite 1 Flagstaff, AZ 86004 Attn: Chief Executive Officer Email: Loretta.Mayer@senestech.com with a copy to: 1120 NW Couch Street 10th Floor Portland, Oregon 97209-4128 Attn: Chris Hall Facsimile: (503)727-2222 Email:chall@perkinscoie.com (ii) if to the Holder, at the address of the Holder appearing on the books of the Company. Exhibit 4.1 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.View More
