Venue Contract Clauses (326)

Venue. Any claim or action brought with respect to this RSU Award shall be brought in a federal or state court located in Minneapolis, Minnesota. 4 EX-10.2 3 a15-9595_1ex10d2.htm EX-10.2 Exhibit 10.2 NOTE: Restricted stock unit awards made to non-employee directors ("Participants") of U.S. Bancorp (the "Company") after April 21, 2015 will have the terms and conditions set forth in each Participant's award summary (the "Award Summary"), which can be accessed on the Morgan Stanley Website at www.stockpla...nconnect.com (or the website of any other stock plan administrator selected by the Company in the future). The Award Summary may be viewed at any time on this Website, and the Award Summary may also be printed out. In addition to the individual terms and conditions set forth in the Award Summary, each restricted stock unit award will have the terms and conditions set forth in the form of Restricted Stock Unit Award Agreement below. As a condition to each restricted stock unit award, Participant accepts the terms and conditions of the Award Summary and the Restricted Stock Unit Award Agreement. U.S. BANCORP RESTRICTED STOCK UNIT AWARD AGREEMENT FOR DIRECTORS THIS AGREEMENT, together with the Award Summary which is incorporated herein by reference (collectively, the "Agreement"), sets forth the terms and conditions of a restricted stock unit award (this "RSU Award") representing the right to receive shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company. The grant of this RSU Award is pursuant to the Company's 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the "Plan"), and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan. The Company and Participant agree as follows: 1. Award. Subject to the terms and conditions of the Plan and the Agreement, the Company grants to Participant this RSU Award entitling the Participant to the number of restricted stock units (the "Units") set forth in Participant's Award Summary. Each Unit represents the right to receive one share of Common Stock, subject to the vesting requirements and distribution provisions of the Agreement and the terms of the Plan. The shares of Common Stock distributable with respect to the Units granted hereunder are referred to as the "Shares." Participant's Award Summary sets forth the date of grant of this RSU Award (the "Award Date"). View More

Venue. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorneys' fees at all trial and appellate levels, expenses and costs. Any suit, action or proceeding seeking equitable remedies with respect to this Agreement shall be brought in the courts of the State of Florida, County of Pinellas. The parties hereto hereby accept the exclusive jurisdiction of those courts for the purpose of... any such suit, action or proceeding. View More

Venue. THE TRANSACTION PARTIES HEREBY CONSENT TO PERSONAL JURISDICTION IN THE GOVERNING STATE. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT OR ANY OTHER ORIGINAL LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE ORIGINAL LOAN DOCUMENTS ("ACTION") SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF A...PPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. THE TRANSACTION PARTIES HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN THE GOVERNING STATE FOR PURPOSES OF ANY ACTION. The Transaction Parties hereby waive and agree not to assert, as a defense to any Action or a motion to transfer venue of any Action, (i) any claim that it is not subject to such jurisdiction; (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Agreement may not be enforced in or by those courts, or that it is exempt or immune from execution; (iii) that the Action is brought in an inconvenient forum; or (iv) that the venue for the Action is in any way improper. View More

Venue. In accepting this Option, you are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Minnesota of the United States of America to resolve any and all issues that may arise out of or relate to this Option and this Agreement.

Venue. The parties agree that the exclusive venue for any litigation relating to this Agreement will be the state courts located in Broward County, Florida and the United States District Court, Southern District of Florida, Fort Lauderdale Division in Broward County, Florida. The parties waive any rights to object to venue as set forth herein, including any argument of inconvenience for any reason.17. Assignability by the Company and Executive. The Company may assign this Agreement, and the rights and ...obligations hereunder, at any time. Other than to the extent provided in Section 5(c), Executive may not assign this Agreement or the rights and obligations hereunder. View More

Venue. Section 10(b) of the Employment Agreement shall govern any dispute relating to or arising out of this Agreement, except that the Company may seek injunctive relief in a court of law to enforce the non-disclosure and protective covenants in Section 6 of the Employment Agreement and Section 5 of the Performance Award Agreements, as amended by Section 7 of this Agreement.

Venue. Any legal action, suit or proceeding arising out of or relating to this Lease or the transactions contemplated hereby may be instituted in any state or federal court in the State of New York. Each party waives any objection which such party may now or hereinafter have to the laying of the venue in New York County, New York in any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.

Venue. Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in New York, New York.

Venue. Any arbitration or other action to enforce or interpret this Agreement shall exclusively be in Clark County, Nevada.

Venue. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE COURTS OF THE STATE OF GEORGIA SITTING IN COBB COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF GEORGIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPE...CT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST MAKER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. MAKER AND HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5 OF THIS NOTE. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. Restated Corporation Loan to Werner3 Execution Copy Milton H Werner, PhD, an Individual By: /s/ Milton H Werner ACCEPTED AND AGREED TO: Inhibikase Therapeutics, Inc. /s/ Elizabeth O'Farrell Elizabeth O'Farrell Authorized Board Member Restated Corporation Loan to Werner4 EX-4.10 4 tm2024520d5_ex4-10.htm EXHIBIT 4.10 Exhibit 4.10 Execution Copy RESTATED AGREEMENT TO REPAY INDIVIDUAL LOAN THE AGREEMENT TO REPAY AN INDIVIDUAL LOAN (the "Agreement") that was initially entered into on the 5th of February, 2020 is RESTATED this 13th day of June, 2020 (the "Effective Date"), into by and between Inhibikase Therapeutics, Inc., a Delaware corporation ("Corporation") and Milton H. Werner, Ph.D., individually a resident of the State of Georgia ("the Individual"). View More