Severability Contract Clauses (27,855)

Grouped Into 633 Collections of Similar Clauses From Business Contracts

This page contains Severability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Severability. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest ext...ent possible while remaining lawful and valid. View More
Found in ROKU, INC contract
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Severability. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will shall not serve to invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or or part of such a Section) Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which that will give effect to the terms of such Section or part ...of a Section to the fullest extent possible while remaining lawful and valid. View More
Found in Pinterest, Inc. contract
Severability. If all or any part of the Grant Notice, this Option Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of the Grant Notice, this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section section of the Grant Notice, this Award Agreement or the Plan (or part of such a Section) section) so declared to be unlawful or invalid shall, if possible, be construed in... a manner which will give effect to the terms of such Section section or part of a Section section to the fullest extent possible while remaining lawful and valid. View More
Found in INTERCEPT PHARMACEUTICALS, INC. contract
Severability. If all or any part of this Option Restricted Stock Unit Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Restricted Stock Unit Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Restricted Stock Unit Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, will, if possible, be construed in a manner w...hich will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. View More
Found in Fastly, Inc. contract
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Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
Found in Quotient Technology Inc. contract
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Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement and Agreement, (ii) the balance of this the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforce...able in accordance with its terms. View More
Found in RenovaCare, Inc. contract
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance rest of this the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
Found in MMEX Resources Corp contract
Severability. If one or more provisions of this Agreement Warrant are held to be unenforceable under applicable law, such provision provision(s) shall be excluded from this Agreement Warrant and the balance of this Agreement Warrant shall be interpreted as if such provision provision(s) were so excluded and shall be enforceable in accordance with its terms.
Found in Arsanis, Inc. contract
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Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any ...such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. View More
Found in KURA SUSHI USA, INC. contract
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Severability. Should If any provision of this Agreement be is held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further a...gree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. View More
Found in FLAGSTAR BANCORP INC contract
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. 16.1 The parties further agree that... any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. 16.2 The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. 7 17. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. View More
Found in OLB GROUP, INC. contract
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any ...such court is expressly authorized to modify and/or reform any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, Agreement, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, Agreement or by making such other modifications as it deems warranted warranted, to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. View More
Found in Cytosorbents Corp contract
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Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Found in Monaker Group, Inc. contract
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Severability. In the event If any one or more of the provisions contained in this Agreement shall for any reason be is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall will not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. hereof.
Found in TRANSENTERIX INC. contract
Severability. In the event any one case anyone or more of the provisions contained in of this Agreement shall for any reason be is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability other enforceability shall not affect any other provision provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had provisions have never been contained herein.
Found in Cincinnati Bell Inc. contract
Severability. In the event that any one or more of the provisions or portion thereof contained in this Award Agreement shall for any reason be held to be invalid, illegal illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability the same shall not invalidate or otherwise affect any other provision hereof, provisions of this Award Agreement, and this Award Agreement shall be construed as if such the invalid, illegal or unenforceable provision or portion thereof had never been co...ntained herein. View More
Found in Tyson Foods contract
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Severability. If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
Found in FIRST OF LONG ISLAND CORP contract
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Severability. If, for any reason, any provision of this Agreement, or any part of any provision, Agreement is held invalid, such invalidity shall not affect any the other provision provisions of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall shall, to the full extent consistent with law applicable law, continue in full force and effect.
Found in FIRST DEFIANCE FINANCIAL CORP contract
Severability. ​ If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so 10 ​ invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
Found in Eagle Financial Bancorp, Inc. contract
Severability. If, for any reason, any provision of this Agreement, or any part of any provision, Agreement is held invalid, such invalidity shall not affect any all other provision provisions of this Agreement shall remain in effect. If this Agreement is held invalid or any part of such provision not held so invalid, and each such other provision and part thereof shall cannot he enforced, then to the full extent consistent with permitted by law continue in full force any prior agreement between the Company (o...r any predecessor thereof) and effect. the Employee shall be deemed reinstated as if this Agreement had not been executed. View More
Found in COUNTERPATH CORP contract
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Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreemen...t containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. View More
Found in Papa John’s International Inc contract
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Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, eac...h portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. View More
Found in BRUKER CORP contract
Severability. The provisions If any provision (or portion thereof) of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void void, or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, withou...t limitations, limitation, each portion of this Agreement containing any provision held to be invalid, void void, or otherwise unenforceable, that is not itself invalid, void void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal void, or unenforceable. View More
Found in VistaGen Therapeutics, Inc. contract
Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent ...permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. View More
Found in GTY Technology Holdings Inc. contract
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Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all ...right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account to be established in which the proceeds of the initial public offering (the "IPO") to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. View More
Found in Landcadia Holdings III, Inc. contract
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Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 6 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any an...d all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account to be established in which the proceeds of the initial public offering (the "IPO") to be conducted by the Maker (including the deferred underwriters discounts and commissions) Maker's IPO and the proceeds of the sale of the warrants to be securities issued in a private placement to occur prior to be consummated concurrently with the closing completion of the IPO are to be deposited, Maker's IPO, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, Registration Statement, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. View More
Found in Insurance Acquisition Corp. contract
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 2 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any an...d all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account to be (the "Trust Account") established in which the proceeds of the connection with Maker's initial public offering (the "IPO") to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, "IPO"), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim claim against the trust account Trust Account for any reason whatsoever. whatsoever; provided, however, that upon the consummation of the initial business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account. View More
Found in Greenland Acquisition Corp. contract
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 2 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any an...d all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account to be (the "Trust Account") established in which the proceeds of the connection with Maker's initial public offering (the "IPO") to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, "IPO"), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim claim against the trust account Trust Account for any reason whatsoever. whatsoever; provided, however, that upon the consummation of the initial business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account. View More
Found in TKK SYMPHONY ACQUISITION Corp contract
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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
Found in GoodRx Holdings, Inc. contract
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Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and White River that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to White River the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to White River the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to 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, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 14 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Parent and White River: c/o Ecoark Holdings, Inc. 5899 Preston Road #505 Frisco, TX 75034 Attention: Jay Puchir Email: _____________ With a copy to: Nason, Yeager, Gerson Harris & Fumero, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: _________________ To the Executive: Julia Olguin ________________ ________________ Email: ________________ 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution 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"). by actual or facsimile signature. View More
Found in Ecoark Holdings, Inc. contract
Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to 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, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 15 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: Robert Alessi Chief Accounting Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 505, New York, NY 10001 Email: __________________ With a copy to: Nason, Yeager, Gerson, Harris & Fumero, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: _________________ To the Executive: Matt LaVay ________________________ ________________________ Email: __________________ 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution 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"). by actual or facsimile signature. View More
Found in ASPEN GROUP, INC. contract
Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to 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, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 12 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: VerifyMe, Inc. 75 S. Clinton Ave., Suite 510 Rochester, New York 14604 Attention: Scott Greenberg Email: _______________ With a copy to: Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attention: Alex R. McClean, Esq. Email: _______________ To the Executive: the Executive's email address indicated on the Schedule 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution 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"). by actual or facsimile signature. View More
Found in VerifyMe, Inc. contract
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Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
Found in INTEGRAL TECHNOLOGIES INC contract
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Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable or void, this Agreement shall will continue in full force and effect without said provision.
Found in IMPINJ INC contract
Severability. In the event that any provision hereof of this Agreement becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable or void, this Agreement shall will continue in full force and effect without said provision.
Found in TREVENA INC contract
Severability. In the event that If any provision hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable unenforceable, or void, this Agreement shall will continue in full force and effect without said provision.
Found in Eastside Distilling, Inc. contract
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Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid... or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. View More
Found in IMMUNOMEDICS INC contract
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Severability. If any provision of this Agreement or the application thereof to anyone or under any circumstances is adjudicated to be held invalid or unenforceable in any jurisdiction, such unenforceable, the invalidity or unenforceability thereof shall not affect any other provision or application provisions of this Agreement which can be given effect without the invalid or unenforceable provision or application provision, and shall not invalidate or render unenforceable such provision or application in any ...other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. this end the provisions of this Agreement are to be severable. View More
Found in Constellation Brands contract
Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement Agreement, which can be given effect without the invalid or unenforceable provision or application application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provisi...on is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 12 28. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Massachusetts without regard to rules governing conflicts of law. View More
Found in Replimune Group, Inc. contract
Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement Agreement, which can be given effect without the invalid or unenforceable provision or application application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provisi...on is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 15 28. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of New York without regard to rules governing conflicts of law. View More
Found in BIOSPECIFICS TECHNOLOGIES CORP contract
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