Severability Clause Example with 34 Variations from Business Contracts
This page contains Severability clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan").View More
Variations of a "Severability" Clause from Business Contracts
Severability. If any a provision of this Award Agreement is determined held invalid by any a court or arbitrator of competent jurisdiction jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such overbroad as written, that pr...ovision shall be stricken from amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.11. Plan Governs. The Award evidenced by this Award Agreement is granted pursuant to the Plan, and the remainder shares of Restricted Stock and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.12. Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be enforced as if such invalid, illegal deemed to be an original and all of which together shall constitute one and the same instrument. ACCEPTED:TENNECO INC. ______________________________________________________________________________________________Type or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice Print Legal NameSenior Vice President Global Human Resources and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Administration _____________________________________ (Date) _____________________________________ Signature _____________________________________ Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on Number or National ID _____________________________________ Street Address _____________________________________ City/State/Zip/Country 4 EX-10.3 3 ten-2016930x10qexhibit103.htm EX-10.3 Exhibit EXHIBIT 10.3TENNECO INC. 2006 LONG-TERM INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTParticipantEffective as of ______________ (the "Grant Date"), the option being exercised Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the "Option"): Date "Plan") in the form of Grant: Type shares of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of restricted stock with respect to ______ shares of Common Stock of the Company ("Restricted Shares"). The Award shall be subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are following terms and conditions (sometimes referred to below as this "Award Agreement") and the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and Plan as the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it same may be amended (the "Plan"). from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan. View More
Severability. If Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is determined Warrant shall be prohibited by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, invalid under ap...plicable law, such provision shall be stricken from this Agreement and ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement shall be enforced as if such invalid, illegal provisions or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value remaining provisions of this Agreement based upon the substantial benefit Warrant. Issued this 25th day of March, 2022 BASANITE, INC. By: /s/ Michael V. Barbera Name: Michael V. Barbera Title: Chairman of the bargain for any party is materially impaired, which determination as made Board 5 EXHIBIT A TO WARRANT NOTICE OF EXERCISE TO:Basanite, Inc. 1. The undersigned hereby elects to purchase __________ shares of Common Stock pursuant to the terms of the attached Warrant). [ ] by the presiding court or arbitrator cancellation of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of underlying the Company subject Warrant as is necessary, in accordance with the formula set forth in Section 5, to exercise this Warrant with respect to the Option: EXERCISE INFORMATION: Number maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 5. Dated: ____________________ __________________________________________ (Signature must conform in all respects to name of Holder as specified on the face of the Company for which Warrant) Address: __________________________________ __________________________________________ __________________________________________ Signed in the Option presence of: __________________________________________ EX-4.1 2 basa_ex4z1.htm WARRANT Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES issuable upon exercise hereof HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Void after 5:00 p.m. Eastern Time on March 25, 2027 (the "Expiration Date") BASANITE, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK This Warrant is now being exercised: __________________. (These shares are referred issued to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable Simon R. Kay (the "Holder") by Basanite, Inc., a Nevada corporation (the "Company"), pursuant to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of that certain Employment Agreement, dated March 25, 2022, by and between the Company's 2015 Equity Incentive Plan, as it may be amended Company and the Holder (the "Plan"). "Employment Agreement"). View More
Severability. If any provision The provisions of this Option Agreement is are severable and if any one or more provisions are determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable otherwise unenforceable, in any respect, such provision will whole or in part, the remaining provisions shall nevertheless be enforced binding and enforceable. OPTIONEE: TALEND _______________________ By: _______________________Signature_______________________ Title: ________________...______Print Name_______________________Residence Address_______________________ EXHIBIT A TALENDSociété Anonyme having a share capital of EUR. [______]Registered office: [______]484 175 252 R.C.S. [___] 2020 STOCK OPTION PLANEXERCISE NOTICE(Share subscription form) TALEND[______][______]France [______________], [_] Attention: [___________] 1. Exercise of Options. Effective as of today, __________________, __, the undersigned ("Optionee") hereby elects to subscribe _______________ (_____) ordinary shares (the "Shares") of TALEND (the "Company") under and pursuant to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made Company's 2020 Stock Option Plan (the "Plan") adopted by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice board on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant August 4, 2020 and the Stock Option Agreement that govern dated ___________, __ (the "Option Agreement"). The subscription price for the Option, including without limitation Shares shall be EUR. ______, as required by the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). Option Agreement. View More
Severability. If any provision The provisions of this Option Agreement is are severable and if any one or more provisions are determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable otherwise unenforceable, in any respect, such provision will whole or in part, the remaining provisions shall nevertheless be enforced binding and enforceable. OPTIONEE: talend _______________________ By: _______________________Signature_______________________ Title: ________________...______Print Name_______________________Residence Address_______________________ EXHIBIT A TALENDSociété Anonyme having a share capital of EUR. [______]Registered office: [______]484 175 252 R.C.S. [___] 2017 STOCK OPTION PLANEXERCISE NOTICE(Share subscription form) TALEND[______][______]France [______________], [_] Attention: [___________] 1. Exercise of Options. Effective as of today, __________________, __, the undersigned ("Optionee") hereby elects to the maximum extent possible given the intent subscribe _______________ (_____) ordinary shares (the "Shares") of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject TALEND (the "Company") under and pursuant to the Option: EXERCISE INFORMATION: Number of shares of Common Company's 2017 Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted Plan (the "Plan") adopted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant board on April 20th, 2017 and the Stock Option Agreement that govern dated ___________, __ (the "Option Agreement"). The subscription price for the Option, including without limitation Shares shall be EUR. ______, as required by the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). Option Agreement. View More
