category
stringclasses 11
values | text
stringlengths 13
2.97k
| __index_level_0__
int64 0
1.6k
|
|---|---|---|
confidentiality-agreements | mutual confidentiality agreement and nano labs ( “ participant ” ), a [ state of incorporation ] corporation having a place of business at the ford building, 615 griswold st., 17th floor, suite 305 detroit, mi 48226 information of a technical or commercial nature and samples related to sgcp ’ s business, including without limitation financial information, powder, slurry and compound product related information and information related to methods and equipment for manufacturing same, as well as the existence and terms of this agreement and the existence and nature of the relationship between the parties. details regarding participant ’ s diamond powders, nano diamond slurries and compounds and related capabilities. 1. this agreement is effective as of the start of the disclosure period. the parties may engage in certain activities related to sgcp and participant considering future business relationships ( the “ activities ” ) as part of which they may exchange confidential information from one party as discloser to the other as recipient. 2. “ information ” shall mean information identified above, disclosed by or on behalf of discloser or discloser ’ s affiliates to recipient or recipient ’ s affiliates, during the disclosure period, and ( a ) disclosed in a form suitable for marking ( e. g., written, sample, electronic ) and conspicuously marked “ confidential ” or ( b ) disclosed in another form, noted at the time of disclosure to be confidential, and confirmed as such in writing by the discloser to the recipient within thirty ( 30 ) days. 3. despite the foregoing, the protections of this agreement shall cease to apply to information as of the date it is ( a ) known publicly except through breach of this agreement, ( b ) received by recipient from a third party without an obligation of confidentiality, ( c ) already known to recipient as of the date of disclosure hereunder, or ( d ) independently developed. the recipient shall have the burden of demonstrating such an exception applies. information may be disclosed if required by process of law so long as recipient promptly notifies discloser and reasonably cooperates with discloser to limit disclosure. 4. for the confidentiality period extending from the date of disclosure of particular information, the recipient shall ( a ) use such information only for the mutual benefit of the parties in connection with the activities, ( b ) disclose such information only to its employees and agents and its affiliates ’ employees and agents ( collectively “ representatives ” ) who need to know for the activities, ( c ) use | 1,403 |
confidentiality-agreements | prepared by, and after recording return to : closing department pnc arcs llc 26901 agoura road, suite 200 calabasas hills, california 91301 attn : closing dept. arcs # : 310228785 fnma # : 851700 multifamily deed of trust, assignment of rents and security agreement and fixture filing ( texas ) 1 notice of confidentiality rights : if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records : your social security number or your driver ’ s license number. table of contents page 1. definitions 1 2. uniform commercial code security agreement 6 3. assignment of rents ; appointment of receiver ; lender in possession 7 4. assignment of leases ; leases affecting the mortgaged property 9 5. payment of indebtedness ; performance under loan documents ; prepayment premium 11 6. exculpation 11 7. deposits for taxes, insurance and other charges 12 8. collateral agreements 13 9. application of payments 13 10. compliance with laws 13 11. use of property 13 12. protection of lender's security 14 13. inspection 14 14. books and records ; financial reporting 16 15. taxes ; operating expenses 17 16. liens ; encumbrances 17 17. preservation, management and maintenance of mortgaged property 18 18. environmental hazards 24 19. property and liability insurance 25 20. condemnation 26 21. transfers of the mortgaged property or interests in borrower 29 22. events of default 30 23. remedies cumulative 31 24. forbearance 31 25. intentionally deleted 31 26. waiver of statute of limitations 31 27. waiver of marshalling 32 28. further assurances 32 29. estoppel certificate 32 30. governing law ; consent to jurisdiction and venue 32 31. notice 33 32. sale of note ; change in servicer 33 33. single asset borrower 33 34. successors and assigns bound 33 35. joint and several liability 33 36. relationshipof parties ; no third party beneficiary 33 37. severability ; amendments 34 38. construction 34 39. loan servicing 34 40. disclosure of information 34 41. no change in facts or circumstances 34 42. subrogation 35 43. acceleration ; remedies. 35 44. release. 38 45. trustee 38 46. vendor ’ s lien ; renewal and extension 39 47. | 1,404 |
confidentiality-agreements | execution version amended and restatedobserver governance and confidentiality agreement zachary serebrenik and sunopta inc. april 24, 2020 april 24, 2020 table of contents article 1interpretation 1. 1 defined terms 2 1. 2 rules of construction 4 1. 3 amendment and restatement 5 1. 4 entire agreement 5 1. 5 time of essence 6 1. 6 governing law and submission to jurisdiction 6 1. 7 severability 6 1. 8 schedules 6 article 2observer rights 2. 1 appointment of observer 6 2. 2 observer rights 7 article 3observer obligations 3. 1 general duty to comply with director's obligations 8 3. 2 disclosure of conflicts of interest 8 3. 3 securities laws restrictions 8 3. 4 parent internal policies 8 article 4standstill 4. 1 standstill 9 article 5confidentiality 5. 1 obligation to keep confidential 10 5. 2 permitted use 10 5. 3 exclusions 10 5. 4 ownership 11 5. 5 disclosures by legal process 11 5. 6 return and destruction of confidential information 11 5. 7 survival 11 article 6miscellaneous 6. 1 notices 12 6. 2 amendments and waivers 13 6. 3 assignment 13 article 1interpretation 1. 1 defined terms 2 1. 2 rules of construction 4 1. 3 amendment and restatement 5 1. 4 entire agreement 5 1. 5 time of essence 6 1. 6 governing law and submission to jurisdiction 6 1. 7 severability 6 1. 8 schedules 6 article 2observer rights 2. 1 appointment of observer 6 2. 2 observer rights 7 article 3observer obligations 3. 1 general duty to comply with director's obligations 8 3. 2 disclosure of conflicts of interest 8 3. 3 securities laws restrictions 8 3. 4 parent internal policies 8 article 4standstill 4. 1 standstill 9 article 5confidentiality 5. 1 obligation to keep confidential 10 5. 2 permitted use 10 5. 3 exclusions 10 5. 4 ownership 11 5. 5 disclosures by legal process 11 5. 6 return and destruction of confidential information 11 5. 7 survival 11 article 6miscellaneous 6. 1 notices 12 6. 2 amendments and waivers 13 6. 3 assignment 13 - i - 6. 4 successors and assigns 13 6. 5 further assurances 13 6. 6 right to injunctive relief 13 6. 7 counterparts 14 6. 4 successors | 1,405 |
confidentiality-agreements | exhibit 10. 1 confidential portions of this exhibit marked as [ * * ] have been omitted pursuant to a request for confidentiality and filed separately with the securities and exchange commission. confidential execution copy settlement and patent license and non - assert agreement this settlement and patent license and non - assert agreement ( this “ agreement ” ) is entered into effective as of april 26, 2009 ( the “ effective date ” ) by and between qualcomm incorporated, a delaware corporation ( “ qualcomm ” ), and broadcom corporation, a california corporation ( “ broadcom ” ). recitals a. the parties have litigated and are litigating various disputes and wish to settle and dismiss with prejudice all such litigation, including broadcom corporation v. qualcomm incorporated ( c. d. cal., case no. sacv05 - 0467 - jvs - rnbx ) ( the “ ‘ 467 litigation ” ) ; broadcom corporation v. qualcomm incorporated ( c. d. cal., case no. sacv05 - 0468 - jvs - rnbx ) ; qualcomm incorporated v. broadcom corporation ( s. d. cal., case no. 05cv1958 - b - blm ) ( the “ 1958 litigation ” ) ; broadcom corporation v. qualcomm incorporated ( s. d. cal., case no. 08cv1607 - wqh - lsp ) ; broadcom corporation v. qualcomm incorporated ( s. d. cal., case no. 08cv1829 - wqh - lsp ) ; in re certain baseband processor chips et seq. ( int ’ l trade comm ’ n, investigation no. 337 - ta - 543 ) ; and broadcom corporation v. qualcomm, inc. et al. ( cal. super. ct., case no. 07cc1249 ). in addition, as part of the parties ’ global settlement, broadcom is willing to withdraw all complaints it has made to antitrust and competition law authorities worldwide. b. the parties desire to grant certain rights to one another with respect to certain of their respective patents and patent applications, and broadcom is willing to assign certain patents and patent applications to qualcomm, for the consideration and on the terms and conditions set forth in this agreement. agreement therefore | 1,406 |
confidentiality-agreements | exhibit 10. 8 securities purchase agreement by and among ennis, inc., the stockholders of independent printing company, inc., and bradford equities management, l. l. c., as representative of the sellers dated january 27, 2017 this form of agreement shall be kept confidential pursuant to the terms of the confidentiality agreement entered into by the recipient hereof with respect to the subject matter hereof. table of contents page article i certain definitions 1 section 1. 1 certain definitions 1 section 1. 2 interpretation 10 article ii purchase and sale 11 section 2. 1 purchase and sale of shares of common stock 11 section 2. 2 purchase price 11 section 2. 3 closing and deliverables 11 section 2. 4 closing date payment amount 14 section 2. 5 withholding 17 article iii representations and warranties of the sellers relating to the company 18 section 3. 1 organization and qualification 18 section 3. 2 authorization 18 section 3. 3 non - contravention 18 section 3. 4 governmental consents 18 section 3. 5 capitalization ; subsidiaries 19 section 3. 6 financial statements ; undisclosed liabilities 19 section 3. 7 absence of certain developments 20 section 3. 8 compliance with laws ; governmental authorizations ; licenses ; etc. 22 section 3. 9 litigation 22 section 3. 10 taxes 22 section 3. 11 environmental matters 24 section 3. 12 employee matters 25 section 3. 13 employee benefit matters 26 section 3. 14 intellectual property rights 28 section 3. 15 contracts 28 section 3. 16 insurance 30 section 3. 17 real property 30 section 3. 18 related party transactions 31 section 3. 19 brokers 31 section 3. 20 inventory 31 section 3. 21 accounts receivable 31 section 3. 22 customers and suppliers 31 section 3. 23 product warranties and services 31 section 3. 24 banking facilities 32 section 3. 25 no additional representations 32 article iv representations and warranties of the sellers relating to the sellers and the securities of the company 32 section 4. 1 organization ; authorization ; no conflicts 32 section 4. 2 execution ; delivery ; enforceability 33 section 4. 3 filings and approvals 33 section 4. 4 title to the shares 33 section 4. 5 litigation 33 page article i certain definitions 1 article i certain definitions section 1. 1 certain definitions 1 section 1. 1 certain definitions section 1. 2 interpretation 10 section 1. 2 interpretation article ii purchase and sale 11 article ii purchase and sale section 2. 1 purchase and sale of shares of common stock | 1,407 |
confidentiality-agreements | pride international, inc. employment / non - competition / confidentiality agreement carlos etcheverry pride international, inc. employment / non - competition / confidentiality agreement carlos etcheverry employment / non - competition / confidentiality agreement carlos etcheverry carlos etcheverry employment / non - competition / confidentiality agreement date : the date of execution set forth below. company / employer : pride international, inc., a delaware corporation 5847 san felipe, suite 3300 houston, texas 77057 employee : carlos etcheverryviamonte 1133 — 7th pisa 1053 n capital federal argentina this employment / non - competition / confidentiality agreement by and between pride international, inc. ( the “ company ” and as further defined below ) and carlos etcheverry ( “ employee ” ), effective as of the date fully executed by both parties as set forth on the signature page below ( the “ agreement ” ), is made on the terms as herein provided. preamble whereas, the company wishes to attract and retain well - qualified employees and key personnel and to assure itself of the continuity of its management ; whereas, the company recognizes that employee will serve as a valuable resource of the company, and the company desires to be assured of the continued services of employee ; whereas, the company desires to obtain assurances that employee will devote his best efforts to his employment with the company and will not enter into competition with the company in its business as now conducted and to be conducted, or solicit customers or other employees of the company to terminate their relationships with the company ; whereas, employee will serve as a key employee of the company, and he acknowledges that his talents and services to the company are of a special, unique, unusual and extraordinary character and are of particular and peculiar benefit and importance to the company ; whereas, the company is concerned that in the event of a possible or threatened change in control ( as defined below ) of the company, employee may feel insecure, and therefore the company desires to provide security to employee in the event of a change in control ; whereas, the company further desires to assure employee that if a possible or threatened change in control should arise and employee should be involved in deliberations or employment / non - competition / confidentiality agreement date : the date of execution set forth below. company / employer : pride international, inc., a delaware corporation 5847 san felipe, suite 3300 houston, texas 77057 employee : | 1,408 |
confidentiality-agreements | exhibit 10. 5 september 23, 2015 via hand delivery lynn seely, m. d. [ address ] re : separation agreement dear lynn : this letter sets forth the terms of the separation agreement ( the “ agreement ” ) between you and medivation, inc. ( the “ company ” ) regarding your employment transition. 1. separation date ; final pay. as we have agreed, your last day of employment and your employment termination date will be october 15, 2015 ( the “ separation date ” ). on the separation date, the company shall pay you all accrued salary earned by you through the separation date, less standard payroll deductions and withholdings. you are entitled to this payment by law and will receive it regardless of whether or not you sign this agreement. as you know, due to your level in the company, you did not accrue vacation or other paid time off ( “ pto ” ) and instead were permitted to take time off, with pay, within your discretion ; thus, no payment for accrued or unused vacation or pto is owed or will be provided. 2. severance benefits. you and the company understand that your termination of employment qualifies as a “ separation from service ” for purposes of treasury regulation section 1. 409a - 1 ( h ). accordingly, if you timely return this fully signed and dated agreement to the company, and you do not subsequently revoke it, the company will provide you the severance benefits ( the “ severance benefits ” ) set forth below : ( a ) cash severance benefits. the company will pay you a severance amount equal to six ( 6 ) months of your base salary in effect as of the separation date, subject to standard payroll deductions and withholdings ( the “ severance amount ” ). the severance amount will be paid to you in the form of salary continuation over the six ( 6 ) month period following the separation date ; provided, however, that no payments will be made prior to the 60th day following your separation date. on that 60th day, the company will pay you in a lump sum the salary continuation payments that you would have received on or prior to such date if payment of the severance amount had commenced immediately following your separation date, with the balance of the severance amount being paid as originally scheduled. th th ( b ) 2015 target bonus. as an additional severance benefit, the company will pay you your annual target bonus | 1,409 |
confidentiality-agreements | artesyn technologies, inc. by : / s / joseph o ’ donnell name : joseph o ’ donnell title : president and chief executive officer jana partners llc by : / s / barry rosenstein name : barry rosenstein title : managing partner | 1,410 |
confidentiality-agreements | the two sides agree that during party b ’ s employment with party a, intellectual property rights on inventions, ideas, products, computer software, semiconductor chip designs, technical secrets and business secrets that were produced individually or with others under the following circumstances, belong to party a. a. produced as a part of the work duty b. produced with material, business information, etc. provided by party a party b shall organize and record the inventions, ideas, products, computer software, semiconductor chip designs, technical secrets and business secrets described in article 1 in paper format or other forms of media format, and provide verbal clarification to a representative appointed by party a on a timely basis. party b shall provide assistance to party a in signing paper documents, as requested by party a and while party a affords corresponding expenses, as party a seeks any patents, copyrights, and other legal interest on inventions, technical secrets and business secrets, during or after party b ’ s employment with party a. party b commits that while employed at party a or within 2 years of ending the employment at party a ( from the date of end of the employment terms ), that party b shall not publicize or disclose technical or business secrets belonging to party a or belong to whom party a has a non - disclosure obligation with. under all circumstances when party b leaves the employment with party a, party b shall transfer all items on any media format ( such as documents, records, faxes, diskettes, equipment, etc ) containing information on party a ’ s trade secrets owned or monitored by party b, to a designated representative from party a. party b commits that without prior written notice by party a, party b shall not take on any position with other economic organizations or social organization that produces and operations products similar to that of party a during party b ’ s employment with party a and within 2 years of the end of party b ’ s employment with party a. content of the technical and business secrets. a. technical secrets referred to in this agreement shall include, but not limited to, the technological design, engineering design, circuit design, manufacturing know - how, formula of ingredients, manufacturing process, technical standards, computer software, databases, r & d records, technical reports, test reports, lat data, lab results, drawings, sample products, prototypes, models, molds, operational manuals, technical documents, related correspondences, etc. b. business secrets referred to in this agreement shall include | 1,411 |
confidentiality-agreements | exhibit 2. 1 date : 8 june 2007 amending agreement relating to merger implementation agreement coeur d ’ alene mines corporation coeur d ’ alene mines australia pty ltd coeur sub two, inc bolnisi gold nl minterellison lawyers aurora place, 88 phillip street, sydney nsw 2000, dx 117 sydney tel : + 61 2 9921 8888 fax : + 61 2 9921 8123 www. minterellison. com exhibit 2. 1 date : 8 june 2007 amending agreement relating to merger implementation agreement coeur d ’ alene mines corporation coeur d ’ alene mines australia pty ltd coeur sub two, inc bolnisi gold nl minterellison lawyers aurora place, 88 phillip street, sydney nsw 2000, dx 117 sydney tel : + 61 2 9921 8888 fax : + 61 2 9921 8123 www. minterellison. com amending agreement relating to merger implementation agreement details 3 agreed terms 5 1. defined terms & interpretation 5 1. 1 defined terms 5 1. 2 interpretation 5 2. amendments 5 2. 1 amendments to mia 5 2. 2 single document 5 2. 3 confirmation and acknowledgment 5 3. general 5 3. 1 governing law and jurisdiction 5 3. 2 confidentiality 5 3. 3 counterparts 5 signing page 6 note : to create the table of contents click on the ‘ toc ’ icon — to update the toc — position your cursor in the toc and press f9 minter ellison | ref : jp : mal 20 # # # - # # # - # # # # amending agreement | page 2 amending agreement relating to merger implementation agreement details 3 agreed terms 5 1. defined terms & interpretation 5 1. 1 defined terms 5 1. 2 interpretation 5 2. amendments 5 2. 1 amendments to mia 5 2. 2 single document 5 2. 3 confirmation and acknowledgment 5 3. general 5 3. 1 governing law and jurisdiction 5 3. 2 confidentiality 5 3. 3 counterparts 5 signing page 6 defined terms & interpretation defined terms interpretation amendments amendments to mia single document confirmation and acknowledgment general governing law and jurisdiction confidentiality counterparts note : to create the table of contents click on the ‘ toc ’ icon — to update the toc — position your cursor in the toc and press f9 minter ellison | ref : jp | 1,412 |
confidentiality-agreements | exhibit 10. 2 march 30, 2011 mr. robert a. doty 7101 playa vista drive, unit 305 playa vista, ca usa 91706 robert, i am pleased to offer you the position of president and chief executive officer of engine clean solutions, inc. ( “ engine clean ” or the “ company ” ) reporting to the president and chief executive officer of quintana gold resources corp. ( “ qgrc ”, “ parent ” or “ parent company ” ). qgrc is in the process of changing its name to “ cleantransportation group inc. ”, the conditions of your employment with the company are as follows : · term. thirty six ( 36 ) months, effective from the date of signing. · term. thirty six ( 36 ) months, effective from the date of signing. · position. in the position of president and chief executive officer of engine clean, or such position as the company may from time to time designate, you will perform on a full - time basis all of the duties and responsibilities of that position and such other duties on behalf of the company consistent with the position which may be assigned or delegated to you from time to time. · position. in the position of president and chief executive officer of engine clean, or such position as the company may from time to time designate, you will perform on a full - time basis all of the duties and responsibilities of that position and such other duties on behalf of the company consistent with the position which may be assigned or delegated to you from time to time. · other duties. these activities will include specific presentations and communications internal and external to the company ( including with the board of directors and shareholder forums ). in this capacity you will be working closely with the parent company ’ s president and ceo on a variety of evolving corporate matters including a series of confidential activities with the board of directors of the company. · other duties. these activities will include specific presentations and communications internal and external to the company ( including with the board of directors and shareholder forums ). in this capacity you will be working closely with the parent company ’ s president and ceo on a variety of evolving corporate matters including a series of confidential activities with the board of directors of the company. · reporting. you will report to the president and ceo of the parent company or to such other person or persons as the company may reasonably determine from time to time in its absolute discretion. no change by the company of | 1,413 |
confidentiality-agreements | shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. employee name shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. party a ( seal ) : party b ( signature ) : legal representative ( signature ) : identity card number : date : date : | 1,414 |
confidentiality-agreements | confidentiality agreement of consigned food processing party a ( manufacturer ) : bioenergy biotechnology corp. business registration no. : 28511067 address : no. 49, sec. 2, jhongshan rd., tanzih township, taichung county tel : 04 - 25313733 e - mail : * * * @ * * * ( hereinafter referred to as the “ manufacturer ” ) party b ( consignor ) : yambear bio - tech, inc. business registration no. : 53886794 address : 3f, no. 10, yuanxi 2nd rd., changzhi township, pingtung tel : 08 # # # - # # # - # # # # e - mail : * * * @ * * * ( hereinafter referred to as the “ consignor ” ) the consignor and the manufacturer are together called “ both parties ”. this agreement, on the basis of equality and free will, is made and entered into by and between the consignor and the manufacturer through friendly negotiation. it is hereby mutually agreed as follows : ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor places from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor places from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor | 1,415 |
confidentiality-agreements | exhibit 10. 7 dated 8 september 2008 deed of confidentiality savvis uk limited and all affiliates ( “ savvis ” or “ company ” ) ( 1 ) and richard warley ( 2 ) hogan & hartson juxon house 100 st paul ’ s churchyard london ec4m 8bu tel : 020 7367 0200 fax : 020 7267 0220 ref : jcm / 080262. 31 1 this agreement is made the 8th of september 2008 between : ( 1 ) savvis uk limited and all affiliates ( collectively “ savvis ” or the “ company ” ) ; and ( 2 ) richard warley ( the “ employee ” ) 1. recitals 1. 1 the employee has been employed by the company in the position as managing director emea pursuant to various agreements but, in particular, a letter dated 30th june 2003 and a non - disclosure agreement entered into on 1st september 2000 between the company and the employee ( “ the agreement ” ). 1. 1 the employee has been employed by the company in the position as managing director emea pursuant to various agreements but, in particular, a letter dated 30th june 2003 and a non - disclosure agreement entered into on 1st september 2000 between the company and the employee ( “ the agreement ” ). 1. 2 the employee acknowledges the enforceability of clauses 1 to 4 of the agreement, save that clause 1 of the agreement is hereby agreed to continue indefinitely, or until such time as such information comes into the public domain otherwise than as a result of an unauthorised disclosure by the employee or any other person who owes the company an obligation of confidentiality in relation to the information disclosed. 1. 3 the employee hereby irrevocably and voluntarily resigns his employment with the company ( and all offices and boards of the company ) on 8 september 2008 effective the termination date. the employee will continue in employment with the company until 30th september 2008 ( the “ termination date ” ). 1. 3 the employee hereby irrevocably and voluntarily resigns his employment with the company ( and all offices and boards of the company ) on 8 september 2008 effective the termination date. the employee will continue in employment with the company until 30th september 2008 ( the “ termination date ” ). 1. 4 the employee has agreed to work to professionally transition his responsibilities through the termination date to a successor ( s ) and also to reasonably respond to inquiries of the company | 1,416 |
confidentiality-agreements | exhibit 10. 41 policy of endo health solutions inc. relating to insider trading in company securities and confidentiality of information to : all personnel from : rajiv de silva, president & chief executive officer the board of directors has adopted the following policy which applies to all personnel ( including directors and officers ) of endo health solutions inc. and its subsidiaries ( collectively called the “ company ” ) arising from our legal and ethical responsibilities as a public company. this policy supersedes the policy adopted in november 2011 in its entirety. federal and state securities laws prohibit the purchase or sale of a company's securities by anyone who is aware of material information about that company that is not generally known or available to the public. these laws also prohibit anyone who is aware of material nonpublic information from disclosing this information to others who may trade. companies and their controlling persons may also be subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel. 1. prohibition against trading on undisclosed material information : you are prohibited from engaging in any transaction in the company's securities while aware of material non - public information about the company. it makes no difference whether or not you relied upon or used material non - public information in deciding to trade - if you are aware of material non - public information about the company, the prohibition applies. this prohibition covers virtually all transactions in the company's securities, including purchases, sales, pledges, hedges, loans and gifts of the company's securities, as well as other direct or indirect transfers of the company's securities. this prohibition extends to trades of the company's securities in which you have any “ beneficial ” or other interest, or over which you exercise investment control, including : • transactions in the company's securities held in joint accounts or accounts of persons or entities controlled directly or indirectly by you ; • • transactions in the company's securities held in joint accounts or accounts of persons or entities controlled directly or indirectly by you ; transactions in the company's securities held in joint accounts or accounts of persons or entities controlled directly or indirectly by you ; • transactions in the company's securities for which you act as trustee, executor or custodian ; and • • transactions in the company's securities for which you act as trustee, executor or custodian ; and transactions in the company's securities for which you act as trustee, executor or | 1,417 |
confidentiality-agreements | geron * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. ( a ) * $ u. s. * ( b ) * $ u. s. * ( c ) * $ u. s. * ( d ) * $ u. s. * ( e ) * $ u. s. * ( f ) * $ u. s. * ( g ) * $ u. s. * ( h ) * $ u. s. * ( i ) * $ u. s. * ( j ) * $ u. s. * ( k ) * $ u. s. * * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. it is anticipated that the milestones paid for * will be either $ u. s. * ( i. e., the sum of ( d ) + ( e ) ), or $ u. s. * ( i. e., ( f ) alone ), | 1,418 |
confidentiality-agreements | non - circumvent agreement non - disclosure and confidentiality agreement this non - disclosure / non circumvent and confidentiality agreement entered into between topsight corporation, a nevada corporation, hereinafter referred to as “ topsight ”, with its corporate address at 4616 w. sahara ave, ste 256, las vegas, nv 89102, and united lumicon exhibition services, inc., a ( n ) nevada company, hereinafter referred to as “ company ”, with its corporate address at 3984 vanessa dr, las vegas, nv 89103, dated may 21, 2015 the parties agree to respect the integrity and tangible value of this agreement between them. this agreement will remain in effect between said parties for 5 years from the date of the last exchange of information or business transaction. for each entity / corporation / business, a one time non - refundable $ 1250. 00 ( one thousand two hundred and fifty dollar ) administrative fee to be invoiced and payable to topsight within 3 ( three ) business days of the agreement acceptance. company shall be responsible for out - of - pocket cost including, but not limited to state incorporation fees / registration fees, accounting and bookkeeping cost, full auditing fees, legal fee, edgar fee, market maker fee etc. should any agreement be completed with introduction parties on any entity / corporation / business or person, compensation / consulting fee for topsight, in the form of equity per entity that is being provided services, will be incorporated into said deal per deal, and shall be due and payable upon execution of this agreement. for topsight the compensation / consulting fee will be payable in the form of equity and will consist of an issuance of 4, 675, 000 shares of client ’ s common stock. company shall be responsible for out - of - pocket cost including, but not limited to state incorporation fees / registration fees, accounting and bookkeeping cost, full auditing fees, legal fee, edgar fee, transfer agent fee, dtc eligibility fee, listing fee etc. because of this agreement, the parties involved in this transaction may learn from one another, or from principals, the names and telephone numbers of vendors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and / or trusts, or buyers and sellers hereinafter called contacts. the parties with this acknowledge, accept and agree that | 1,419 |
confidentiality-agreements | exhibit 10. 20 exhibit 10. 20 innovation at work confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated by * * *. a complete version of this exhibit has been filed separately with the securities and exchange commission. the board has approved the altairnano 2007 company incentive plan, which defines two groups of employees ; the company performance targets and plan pay out against performance : the company performance target is comprised of two financial components : cash at year end : total revenue : · employees at levels 2 to 8 have 50 % of incentive bonus based on company performance and 50 % on individual performance ; the incentive multiplier is capped at 150 % for company performance and 110 % for individual performance. employees at levels 9 to 13 ( including executive officers ) have 100 % of incentive bonus based on company performance ; the incentive multiplier is capped at 150 % of company performance. · confidential information march 9, 2007 page 2 march 9, 2007 page 2 example 1. company performance is near plan criteria objective actual % performance % payout cash at year end $ * * * $ * * * 104 % 128 % revenue $ * * * $ * * * 100 % 120 % company performance incentive bonus payout =. 75 x 104 +. 25 x 100 = 103 % payout = 126 % an employee at level 2 - 8 with 100 % individual performance would receive : 50 % incentive bonus = company performance = 126 % x. 5 = 63 % of target bonus 50 % incentive bonus = individual performance = 100 % x. 5 = 50 % of target bonus if target bonus is 15 %, then total bonus = 17 % of salary an employee at level 9 - 13 would earn 126 % of their target bonus example 2. company performance is above plan criteria objective actual % performance % payout cash at year end $ * * * $ * * * 115 % 150 % revenue $ * * * $ * * * 121 % 162 % company performance incentive bonus payout =. 75 x 115 +. 25 x 121 = 116. 5 % criteria objective actual % performance % payout cash at year end $ * * * $ * * * 115 % 150 % revenue $ * * * $ * * * 121 % 162 % company performance incentive bonus payout =. 75 x 115 +. 25 x 121 = 116. 5 % payout = 153 % confidential information march 9, 2007 | 1,420 |
confidentiality-agreements | exhibit 10. 14 business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) us listing agreement contract no. : 031v2 party a : ( “ party a ” ), foshan jinkuizi technology limited company, and the actual holding companies of party a as requested by party a party c : all the companies controlled and requested to be listed by party a. legal address of party a : no. 383, mingchengzhen chen ’ er road, gaoming district, foshan city, guangdong province, china. tel : ( 86 ) 0757 - 88832662 fax : ( 86 ) 0757 - 88832762 party b : eastbridge investment group corp ( “ party b ” ), a company registered in the us. legal address : 8040e. morgan trail, unit 18, scottsdale, az 85282, usa tel : 480 # # # - # # # - # # # # ; fax : 480 # # # - # # # - # # # # article 1 — listing service whereas, party a asks party b to help to list party c on otcbb ( nasd otcbb ) directly. party a ’ s definition of part c ’ s listing is for part c ’ s shares to be listed directly on nasd otcbb with part b ’ s operation.. article 2 — authority and preconditions 1. party b ’ s authority includes consultations, negotiations involved in the listing, and the handling of relevant formalities ; party b have party c listed in the us in legal | 1,421 |
confidentiality-agreements | exhibit 10. 1 apogee enterprises, inc. 4400 west 78th street, suite 520 minneapolis, mn 55435 october 10, 2019 via email engaged capital, llc 610 newport center drive, suite 250 newport beach, ca 92660 attention : glenn w. welling email : * * * @ * * * re : notice deadline for nomination of engaged capital director candidates dear mr. welling : on behalf of apogee enterprises, inc. ( the “ company ” ), i am writing with respect to the notice deadline for the nomination of director candidates for election to the company ’ s board of directors ( the “ board ” ) at the company ’ s 2019 annual meeting of shareholders ( the “ 2019 annual meeting ” ). pursuant to the confidentiality agreement between the company and engaged capital, llc and certain of its undersigned affiliates ( collectively, “ engaged capital ” ), dated as of february 8, 2019, as amended on august 5, 2019 and september 12, 2019, the company considers any notice from engaged capital pursuant to section 1. 09 of the company ’ s amended and restated by - laws ( the “ by - laws ” ) with respect to the 2019 annual meeting timely if such notice is received by the company by 5 : 30 pm new york city time on october 14, 2019 ( the “ nomination deadline ” ). the board has granted a limited waiver from the nomination deadline as it applies specifically and only to engaged capital ( the “ waiver ” ). pursuant to the waiver, to be timely, any notice of director nominations by engaged capital for the 2019 annual meeting must be received via e - mail by the company or its outside legal counsel no later than 11 : 59 pm new york city time on november 3, 2019 ( the “ extended notice deadline ” ). the waiver does not apply to proposals for any other business that engaged capital may wish to propose for consideration at the 2019 annual meeting. exhibit 10. 1 apogee enterprises, inc. 4400 west 78th street, suite 520 minneapolis, mn 55435 october 10, 2019 via email engaged capital, llc 610 newport center drive, suite 250 newport beach, ca 92660 attention : glenn w. welling email : * * * @ * * * re : notice deadline for nomination of engaged capital director candidates re : notice deadline for nomination of engaged capital director candidates notice deadline for nomination of engaged capital director candidates dear mr. welling : on behalf | 1,422 |
confidentiality-agreements | confidentiality, intellectual property and restrictive covenant protective agreement dated 15 july 2019 state street asia limited and francisco aristeguieta confidentiality, intellectual property and restrictive covenant protective agreement this confidentiality, intellectual property and restrictive covenant protective agreement ( “ agreement ” ) is dated 15 july 2019 between state street asia limited ( the “ company ” or “ state street ” ), whose registered office is at l68, two international finance centre, 8 finance street, central, hong kong ; and francisco aristiguieta of [ address ] ( the “ employee ” or “ you ” ) ; this agreement now witnesses as follows : 1. undertakings you agree to the undertakings and terms set out below. for the avoidance of doubt, this agreement is not a contract of employment as defined by the employment ordinance or otherwise. 2. confidentiality 2. 1 you acknowledge that you have access to confidential information which is not generally known or made available to the general public and that such confidential information is the property of the company, its associated companies, or its or their licensors, suppliers or customers. subject to clause 12, below, you agree specifically as follows, in each case whether during your employment or following the termination thereof : - ( a ) you will always preserve as confidential all confidential information, and will never use it for your own benefit or for the benefit of others ; this includes that you will not use the knowledge of activities or positions in clients ’ securities portfolio accounts or cash accounts for your own personal gain or for the gain of others. ( b ) you will not disclose, divulge, or communicate confidential information to any unauthorized person, business or corporation during or after the termination of your employment with the company and its associated companies. you will use your best efforts and exercise due diligence to protect, to not disclose and to keep as confidential all confidential information. ( c ) you will not initiate or facilitate any unauthorized attempts to intercept data in transmission or attempt entry into data systems or files. you will not intentionally affect the integrity of any data or systems of the company or any of its associated companies through the introduction of unauthorized code or data, or through unauthorized deletion or addition. you will abide by all applicable information security policies and procedures of the company and its associated companies. ( d ) upon the earlier of request or termination of employment, you agree to return to the company or the relevant associated companies, or if so directed by the company or the relevant associated companies | 1,423 |
confidentiality-agreements | exhibit 10. 8 november 23, 2010 george robinson 5555 dtc parkway, suit3 4000 a greenwood village, co 80111 720 # # # - # # # - # # # # re : wildcat mining corporation - general independent contractor services agreement wildcat mining corporation wishes to enter into a general services agreement ( independent contractor ) with george m. l. robinson. this letter outlines our agreement to retain you as an independent contractor, under the following terms. confidentiality wildcat mining corporation and its clients have strict confidentiality policies. george m. l. robinson shall not release any information regarding the work activities conducted on behalf of any of our clients. george m. l. robinson will hold in trust and not reveal to any third party any and all information, including : · the entire work product and results generated from this project, including analytical results, recommendations, and conclusions · · · any and all communications between wildcat mining corporation, greenberg traurig and george m. l. robinson. · · we require that a separate nonsolicitation and confidentiality agreement be signed ( attachment a ) and be incorporated into this agreement by reference. health and safety provisions wildcat mining corporation will reimburse george m. l. robinson for necessary osha and msha training indemnification george m. l. robinson will indemnify and hold harmless wildcat mining corporation, its officials, members, officers, agents, and employees against any and all losses, expenses, demands, claims, damages, costs, and liabilities including ( without limitation ) the costs of legal defense, settlement, and reasonable response or pay out in connection with injuries to persons ( including death ) or damages to property ( including loss of use ) caused by or resulting from george m. l. robinson ’ s negligence, willful misconduct, or violation or breach of this agreement in work performed for wildcat mining corporation. payment wildcat mining corporation will compensate george m. l. robinson on a monthly based salary of ten thousand usd ( 10, 000 ) to be wired to george m. l. robinson ’ s bank account on the first of each month starting december 1, 2010. all federal and state taxes will be george m. l. robinson ’ s responsibility. george m. l. robinson will not be provided any medical or other wildcat mining corporation benefits. independent contractor status george m. l. robinson shall provide services hereunder solely as an independent contractor, and nothing in | 1,424 |
confidentiality-agreements | exhibit 10. 15 asiainfo - linkage technologies ( china ), inc. confidentiality and non - competition agreement party a : asiainfo - linkage technologies ( china ), inc. address : 3 - 4 f, zhongdian information tower, no. 6 zhongguancun south street, haidian district, beijing, p. r. china legal representative : steve zhang party b : yadong jin address : id card / passport no. : party a and party b mutually recognize that party b has the obligation to abide by certain information security and trade secret laws and regulations. party a and part b acknowledge and agree that any such violation may be subject to liabilities under certain provisions of chinese criminal laws, the relevant sections of which are attached hereto as exhibit a. party a and party b mutually recognize that party b may have access to or become aware of the trade secrets of party a and any third party during the employment of party b, and that the trade secrets of party a and / or any third party have significant effect on their competitive advantages in the market. party b acknowledges that, if the trade secrets of party a and / or any third party are not effectively protected, the production and operations of party a and / or any third party may be threatened, and the company may even sustain irrecoverable losses. therefore, it is party b ’ s obligation to keep the trade secrets of party a and / or any third party confidential. party a and party b also agree that party b might have access to certain third party ’ s business operation system or telecommunications network and information during the employment, thus it is also party b ’ s obligation to strictly comply with any third party ’ s operation rules and protect telecommunications network and information security. in consideration of the foregoing, party a and party b hereby enter into this agreement in accordance with the current applicable laws and regulations of the people ’ s republic of china with respect to maintaining the confidentiality of the trade secrets of party a by party b and party b ’ s certain non - competition obligations during the period when party b is employed by party a and after party b ’ s employment with party a is terminated. 1. general principles and definitions 1. 1 in order to protect the legal rights and interests of both parties, the following principles shall apply to this agreement : this agreement should prevent any unfair competition activities against party a as well as to ensure that the party b ’ s legal | 1,425 |
confidentiality-agreements | exhibit 10. 14 from : sapinda asia limited. to the attention of the board of directors of securealert, inc. and to mr. chad olsen, cfo dated : 24 september 2013 notice of conversion gentlemen, we hereby are giving an official and formal notice that sapinda asia limited, incorporated and registered in the british virgin island with company number 1601 693 whose mailing address is at room 803 - 4, 8 / f., hang seng wanchai building, 200 hennessy road wanchai, hong kong, and the registered address at omc chambers, wickhams cay i, road town, tortola, british virgin islands, herewith converts all of its claims for payments of principal amounts and of accrued and unpaid interest under the loan and security agreement between secu realert inc and sapinda asia limited dated 3 december 2012 ( the " lsa " ). we refer to the clause i. 4 under which the lender shall have the right to convert outstanding principal, accrued and un paid interest and fees under the notes at a rate equal to two and a quarter cents per share prior to the reverse split ( " pre - split conversion price " ). we refer to a reverse 200 : 1 stock split which took place on 26 march 2013, which ca used the conversion rate to be subsequently adjusted to u $ d 4. 50 per share ( " post - split conversion price " ) according to the language of the lsa, the principal amount under the lsa is u $ d 16, 640, 000. however, according to the records sapinda asia, a total amount of u $ d 16, 700, 000 has actually been funded under the lsa. the excess funding amount is u $ d 60, 000. sapinda asia will defer to the decision of your board of directors of securealert to decide whether the excess funding amount of u $ d 60, 000 shall also be conve1tible into common shares. should you decline to convert the excess funding amount, we would kindly ask you to return the u $ d 60, 000 to our bank account, of which separate instructions shall be provided. in accordance with the lsa, sapinda asia also converts all of its interest claims under the lsa. according to the records of sapinda asia, the total interest claims as of the close of business on monday, 23 september 2013, amount to u $ d 914, | 1,426 |
confidentiality-agreements | exhibit 10. 1 june 6, 2013 karen willem dear karen : i am pleased to offer you employment in the position of senior vice president and chief financial officer at ipass inc. ( “ ipass ” or the “ company ” ), reporting to me, under the terms set forth in this letter. your first date of employment will be july 1, 2013. your initial base salary will be $ 12, 500. 00, paid semi - monthly, plus benefits, including the option of participating in our 401 ( k ) plan. if annualized, this base salary amount equals $ 300, 000. 00. as an exempt employee, you will not be eligible for overtime compensation. in addition, you will be eligible to earn a target annual bonus of $ 150, 000. 00 paid on a quarterly basis consistent with the management bonus plan. bonuses are only considered earned if the participant is an employee of ipass in good standing on the last day of the fiscal quarter and has successfully completed the quarterly objectives. if you leave the company for any reason during the quarter, no pro - rata bonus shall be earned. the company shall have the sole discretion to determine if you have met all of the requirements for earning a bonus ( including completion of the applicable objectives ) and, if so, the amount of the bonus payment. if earned, the bonus payments generally will be paid within forty - five ( 45 ) days following the end of the company ’ s fiscal quarter to allow the company time to determine bonus calculations. assuming your employment with ipass starts on july 1, 2013, for the quarters ending september 30, 2013 and december 31, 2013, respectively, you will be paid the greater of : ( i ) 100 % of your quarterly bonus opportunity ; or ( ii ) the actual amount which would be earned under the 2013 executive management bonus plan ( the “ 2013 embp ” ) pursuant to the terms of the 2013 embp. any bonus provided to you will be subject to standard deductions and withholdings. further, subject to the approval of the board of directors of ipass ( the “ board ” ), you will be granted an option to purchase 375, 000 shares of ipass ’ common stock, subject to a four - year vesting schedule, at a purchase price equal to the fair market value of the stock as of the date of grant ( as determined by the board ) under the ipass 2003 equity incentive plan ( the “ plan ” ). | 1,427 |
confidentiality-agreements | exhibit 10. 68 confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as [ * * * ]. a complete version of this exhibit has been filed separately with the securities and exchange commission. amendment of solicitation / modification of contract 1. contract id code page of pages v 1 2 2. amendment / modification no 3. effective date 4. requisition / purchase req. no. 5. project no. ( if applicable ) p00026 25 - jul - 2014 see schedule 6. issued by code w911qy 7. administered by ( if other than item 6 ) code scn01a w6qk acc - apg natick contracting division bldg 1 kansas street natick ma # # # - # # # - # # # # dcma americas ( canada ) 275 bank st. suite 200 ottawa, ont. cnk2p - 2l6 8. name and address of contractor ( no., street, county, state and zip code ) tekmira pharmaceuticals corporation 9a. amendment of solicitation no. 8900 glenlyon pky suite 100 burnaby v5j 5j8 9b. dated ( see item 11 ) x 10a. mod. of contract / order no. w9113m - 10 - c - 0057 x 10b. dated ( see item 13 ) code l8144 facility code 14 - jul - 2010 11. this item only applies to amendments of solicitations o the above numbered solicitation is amended as set forth in item 14. the hour and date specified for receipt of offer o is extended o is not extended. offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods : ( a ) by completing items 8 and 15, and returning _ _ _ _ _ copies of the amendment ; ( b ) by acknowledging receipt of this amendment on each copy of the offer submitted ; or ( c ) by separate letter or telegram which includes a reference to the solicitation and amendment numbers. failure of your acknowledgment to be received at the place designated for the receipt of offers prior to the hour and date specified may result in rejection of your offer. if by virtue of this amendment you desire to change an offer | 1,428 |
confidentiality-agreements | exhibit 10. 1 july 14, 2005 mr. vinod gupta iusa acquisition corporation omaha, nebraska confidentiality agreement dear mr. gupta : in connection with your consideration of a possible transaction ( “ transaction ” ) with infousa, inc. ( together with its subsidiaries, the “ company ” ), you have requested the right to use, or to furnish to third parties, certain non - public information regarding the company or the transaction. all of this information ( whether written or oral ) furnished ( whether before or after this date ) by you ( or by the company at your direction ) to third parties including your affiliates, directors, officers, employees, advisors, agents, “ controlling persons ” ( within the meaning of the securities exchange act of 1934, as amended ( the “ 1934 act ” ) ), financial advisors, and potential debt or equity financing sources ( such affiliates and other persons being referred to collectively as “ representatives ” ) in connection with your consideration of a transaction, and any notes, analyses, compilations, forecasts, studies or other documents prepared by you or any of your representatives which contain or reflect any such information, is referred to as “ evaluation material. ” the term “ evaluation material ” does not, however, include any information which at the time of disclosure or thereafter is generally known by the public ( other than as a result of its disclosure by you or your representatives ). in consideration of your being permitted to use and to furnish the evaluation material to your representatives as provided herein, you hereby agree as follows : 1. the evaluation material will be used solely for the purpose of evaluating a transaction with the company involving you or your affiliates and will not be used in any other manner, and unless and until you have completed a transaction pursuant to a definitive written agreement between you or any affiliate and the company, the evaluation material will be kept strictly confidential by you and your representatives and not disclosed in any manner, except that the evaluation material or portions may be disclosed to those of your representatives who need to know this information for the purpose of evaluating a transaction with the company ( it being understood that prior to this disclosure your representatives shall be informed of the confidential nature of the evaluation material and shall agree to be bound by this agreement ( the “ agreement ” ) ). in any event, you agree to be responsible for any breach of this agreement by your representatives and you agree, at your expense, to take all reasonable measures to restrain your representatives from prohibited or unauthorized disclosure | 1,429 |
confidentiality-agreements | execution version amended and restatedobserver governance and confidentiality agreement zachary serebrenik and sunopta inc. april 24, 2020 april 24, 2020 table of contents article 1interpretation 1. 1 defined terms 2 1. 2 rules of construction 4 1. 3 amendment and restatement 5 1. 4 entire agreement 5 1. 5 time of essence 6 1. 6 governing law and submission to jurisdiction 6 1. 7 severability 6 1. 8 schedules 6 article 2observer rights 2. 1 appointment of observer 6 2. 2 observer rights 7 article 3observer obligations 3. 1 general duty to comply with director's obligations 8 3. 2 disclosure of conflicts of interest 8 3. 3 securities laws restrictions 8 3. 4 parent internal policies 8 article 4standstill 4. 1 standstill 9 article 5confidentiality 5. 1 obligation to keep confidential 10 5. 2 permitted use 10 5. 3 exclusions 10 5. 4 ownership 11 5. 5 disclosures by legal process 11 5. 6 return and destruction of confidential information 11 5. 7 survival 11 article 6miscellaneous 6. 1 notices 12 6. 2 amendments and waivers 13 6. 3 assignment 13 article 1interpretation 1. 1 defined terms 2 1. 2 rules of construction 4 1. 3 amendment and restatement 5 1. 4 entire agreement 5 1. 5 time of essence 6 1. 6 governing law and submission to jurisdiction 6 1. 7 severability 6 1. 8 schedules 6 article 2observer rights 2. 1 appointment of observer 6 2. 2 observer rights 7 article 3observer obligations 3. 1 general duty to comply with director's obligations 8 3. 2 disclosure of conflicts of interest 8 3. 3 securities laws restrictions 8 3. 4 parent internal policies 8 article 4standstill 4. 1 standstill 9 article 5confidentiality 5. 1 obligation to keep confidential 10 5. 2 permitted use 10 5. 3 exclusions 10 5. 4 ownership 11 5. 5 disclosures by legal process 11 5. 6 return and destruction of confidential information 11 5. 7 survival 11 article 6miscellaneous 6. 1 notices 12 6. 2 amendments and waivers 13 6. 3 assignment 13 - i - 6. 4 successors and assigns 13 6. 5 further assurances 13 6. 6 right to injunctive relief 13 6. 7 counterparts 14 6. 4 successors | 1,430 |
confidentiality-agreements | prepared by, and after recording return to : closing department pnc arcs llc 26901 agoura road, suite 200 calabasas hills, california 91301 attn : closing dept. arcs # : 310228780 fnma # : 851687 multifamily deed of trust, assignment of rents and security agreement and fixture filing ( texas ) 1 notice of confidentiality rights : if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records : your social security number or your driver ’ s license number. table of contents page 1. definitions 1 2. uniform commercial code security agreement 6 3. assignment of rents ; appointment of receiver ; lender in possession 7 4. assignment of leases ; leases affecting the mortgaged property 9 5. payment of indebtedness ; performance under loan documents ; prepayment premium 11 6. exculpation 11 7. deposits for taxes, insurance and other charges 12 8. collateral agreements 13 9. application of payments 13 10. compliance with laws 13 11. use of property 13 12. protection of lender's security 14 13. inspection 14 14. books and records ; financial reporting 16 15. taxes ; operating expenses 17 16. liens ; encumbrances 17 17. preservation, management and maintenance of mortgaged property 18 18. environmental hazards 24 19. property and liability insurance 25 20. condemnation 26 21. transfers of the mortgaged property or interests in borrower 29 22. events of default 30 23. remedies cumulative 31 24. forbearance 31 25. intentionally deleted 31 26. waiver of statute of limitations 31 27. waiver of marshalling 32 28. further assurances 32 29. estoppel certificate 32 30. governing law ; consent to jurisdiction and venue 32 31. notice 33 32. sale of note ; change in servicer 33 33. single asset borrower 33 34. successors and assigns bound 33 35. joint and several liability 33 36. relationshipof parties ; no third party beneficiary 33 37. severability ; amendments 34 38. construction 34 39. loan servicing 34 40. disclosure of information 34 41. no change in facts or circumstances 34 42. subrogation 35 43. acceleration ; remedies. 35 44. release. 38 45. trustee 38 46. vendor ’ s lien ; renewal and extension 39 47 | 1,431 |
confidentiality-agreements | non - disclosure, non - competition andnon - solicitation agreement ( “ agreement ” ) in further consideration of world wrestling entertainment, inc. ’ s ( “ wwe ” or the “ company ” ) employment and continuing employment of _ _ _ _ _ _ _ _ _ _ ( “ employee ” ), and for other good and valuable consideration, receipt of which is hereby acknowledged by the employee, employee further acknowledges and agrees as follows : access to confidential information : employee understands and acknowledges that, in his position of chief content officer of wwe, and / or in any future position, the company will furnish, disclose, or make available to him confidential information ( as defined below ) related to the business of the company, which includes unique and specialized information. employee further acknowledges that such confidential information has been developed and will continue to be developed by the company through the expenditure by the company of substantial time, effort and money and that all such confidential information could be used by employee to compete with the company. employee also acknowledges that if he becomes employed or affiliated with any competitor of wwe and acts or intends to act in violation of his obligations in this agreement, there shall be a rebuttable presumption that it is inevitable that he would disclose the confidential information to such competitor and would use such confidential information, knowingly or unknowingly, on behalf of such competitor. further, while employee is employed by the company, he will be introduced to individuals and entities with important relationships to the company. employee acknowledges that any and all “ goodwill ” created through such introductions belongs exclusively to wwe, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between employee and any contractors, vendors, suppliers or any other business relationships of wwe. definition of confidential information : for purposes of this agreement, “ confidential information ” includes, without limitation, wwe ’ s client / vendor / talent lists, its trade secrets, story lines, plot plans, scripts, any confidential, private, personal or privileged information about ( or provided by ) any of wwe ’ s officers, directors, employees, contractors, principals, agents, representatives, or assigns ( “ wwe parties ” ), wwe talent or independent contractors, wwe clients or prospective or former clients, information concerning any of wwe ’ s or the wwe parties ’ business or financial affairs, including its / their books and records, commitments, procedures, plans and prospects, products developed by wwe or current or prospective transactions or | 1,432 |
confidentiality-agreements | exhibit 10. 32 employee invention assignment and confidentiality agreement in consideration of, and as a condition to, my employment with reald inc., a delaware corporation ( the “ company ” ), i hereby represent to, and agree with, the company as follows : 1. purpose of agreement. i understand that the company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the company to preserve and protect its “ proprietary information ” ( as defined in section 7 below ), its rights in “ inventions ” ( as defined in section 2 below ) and in all related intellectual property rights. accordingly, i am entering into this employee invention assignment and confidentiality agreement ( this “ agreement ” ) as a condition of my employment with the company, whether or not i am expected to create inventions of value for the company. 2. disclosure of inventions. i will promptly disclose in confidence to the company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets ( the “ inventions ” ) that i make or conceive or first reduce to practice or create, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment, and whether or not such inventions are patentable, copyrightable or protectible as trade secrets. 3. work for hire ; assignment of inventions. i acknowledge and agree that any copyrightable works created by me within the scope of my employment are “ works for hire ” under the copyright act and that the company will be considered the author and owner of such copyrightable works. i agree that all inventions that ( i ) are developed using equipment, supplies, facilities or trade secrets of the company, ( ii ) result from work performed by me for the company, or ( iii ) relate to the company ’ s business or current or anticipated research and development ( the “ assigned inventions ” ), will be the sole and exclusive property of the company and are hereby irrevocably assigned by me to the company. 4. labor code section 2870 notice. i have been notified and understand that the provisions of sections 3 and 5 of this agreement do not apply to any assigned invention that qualifies fully under the provisions of section 2870 of the california labor code, which states as follows : any provision in an employment agreement which provides that an employee | 1,433 |
confidentiality-agreements | confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to a confidentiality request. omissions are designated [ * * * * * ]. a complete version of this exhibit has been filed separately with the securities and exchange commission with the confidentiality request. exclusive reseller and market development alliance this exclusive reseller and market development agreement ( “ agreement ” ) is entered into between enerteck chemical corporation ( “ ecc ” ), and tanner fuel services llc ( “ tanner fuel ” ) as reseller, to be effective as of the date set forth on the signature page hereof ( the “ effective date ” ). ecc and tanner fuel agree as follows : recitals : whereas, ecc has certain proprietary knowledge of the product enerburn and expertise relating to the commercial application of the product in diesel engines to improve fuel economy, increase engine life, and increase engine performance ( the “ technology ” ). whereas, ecc desires to make tanner fuel the exclusive reseller on the intracoastal waterway from ; houston, tx including the bay to the port of houston to houma, la. now, therefore, ecc and tanner fuel hereby agree as follows : 1. definition of market 1. 1. definition of market for purposes of this agreement, the term “ market ” shall mean intracoastal waterway from houston, tx including the bay to the port of houston houma, la. 2. appointment of reseller 2. 2. appointment of reseller in consideration of tanner fuel ’ s activities promoting ecc ’ s product and investment in marketing programs to develop substantial sales in the market for the technology, ecc hereby appoints tanner fuel to serve as the exclusive reseller in the market of the technology and the product, subject to the terms and conditions set forth herein. a. term a. a. term the initial term of this agreement shall be three years ( “ initial term ” ). if this agreement has not been terminated earlier, on the third anniversary of the effective date ( such third anniversary, together with each successive anniversary of the effective date in which the agreement remains in effect, collectively referred to as the “ renewal date ” ) it shall renew automatically for successive one year terms. ( the initial term and each successive one year term hereafter referred to collectively as the “ term ” ). ( i ) ecc shall have the right to terminate this agreement at any | 1,434 |
confidentiality-agreements | exhibit 10. 10 form of confidentiality and restrictive covenant agreement this confidentiality and restrictive covenant agreement, dated as of october 1, 2009 ( the “ agreement ” ), is entered into between kkr holdings l. p., a cayman limited partnership ( “ kkr holdings ” ), and the undersigned ( the “ undersigned ” ). agreement kkr holdings undersigned whereas, 1. kkr holdings is a party to that certain amended and restated purchase and sale agreement ( the “ purchase and sale agreement ” ), dated as of july 19, 2009, among kkr private equity investors l. p., a guernsey limited partnership ( “ kpe ” ) and certain others, pursuant to which all of the assets and liabilities of kpe, including all of the limited partner interests in kkr pei investments l. p. held by kpe, will be directly or indirectly contributed to kkr management holdings l. p. and kkr fund holdings l. p. ( together with kkr management holdings l. p., the “ group partnerships ” ) in exchange for group partnership units ( as defined in the purchase and sale agreement ) representing partner interests in the group partnerships ( the “ combination transaction ” ) ; purchase and sale agreement kpe group partnerships combination transaction 2. in connection with the combination transaction, and as a condition precedent to the completion of the combination transaction, the undersigned and certain other persons employed by, or otherwise associated or affiliated with, kkr will complete the restructuring transactions ( as defined in the purchase and sale agreement and, together with the combination transaction, the “ transaction ” ) pursuant to which the undersigned and such other persons will contribute their contributed interests ( as defined in the purchase and sale agreement ) to kkr holdings in exchange for one or more interests in, or securities of, kkr holdings ( “ holdings interests ” ) and kkr holdings will contribute such contributed interests to the group partnerships in exchange for group partnership units ; transaction holdings interests 3. upon completion of the transaction, kkr holdings will own 70 % of the outstanding group partnership units, and holders of holdings interests, including the undersigned, will receive financial benefits from kkr ’ s business through their participation in the value of equity in the group partnerships held by kkr holdings, special allocations of carried interest received by kkr, distributions and payments received from kkr holdings and certain other financial arrangements ; 4. the undersigned | 1,435 |
confidentiality-agreements | exhibit 10. 1 november 13, 2012 personal and confidential lawrence p. molloy petsmart, inc. 19601 north 27th avenue phoenix, arizona 85027 dear chip : this letter agreement ( “ agreement ” ) sets forth the terms and conditions of the package we are offering you to retain and reward your services until you leave petsmart. this offer will expire twenty one ( 21 ) calendar days from the letter date above. 1. resignation. you agree that your last day as an executive officer of petsmart, inc. and any of its affiliated entities ( collectively the “ company ” or “ petsmart ” ) will be june 30, 2013 ( the “ transition date ” ). you also agree to voluntarily resign from any position you may hold with the company and its affiliates and subsidiaries effective as of the close of business on march 31, 2014 ( the “ separation date ” ). you agree to sign a resignation letter substantially in the form attached hereto as exhibit d and exhibit e respectively, on each of the transition date and the separation date. 2. transition. in order to allow for an orderly transition of your duties, you agree to continue your employment with the company as executive vice president and chief financial officer through the transition date. during this period you may choose to work from home on fridays. after the transition date and through the separation date ( the “ transition period ” ), you will continue your employment with the company as a special advisor to the chief executive officer. assigned activities will be directed by the chief executive officer and are expected to include, among other things, providing input on required filings with the united states securities and exchange commission ( the “ sec ” ) that are anticipated up until the separation date. you will also provide guidance and transition assistance as requested by the company when the company chooses to hire a new chief financial officer, which may occur at any time prior to the separation date. routine contacts and schedules during the transition period will be mutually agreed upon between you and the chief executive officer. 3. benefits and compensation. except as otherwise provided in this agreement, you will continue to participate in the employee benefit plans maintained by the company during the remainder of your employment in accordance with the applicable terms of each plan. you will cease to participate in such plans effective with the separation date or such earlier date as provided in the applicable employee benefit plan. in the event you terminate your employment before the transition date or separation date, as applicable, the benefits, compensation and other | 1,436 |
confidentiality-agreements | exhibit 10. 4 400 east jamie court. suite 102 south san francisco, ca 94080 phone ( 650 ) 741 · 0900 fax ( 650 ) 741 · 0901 myokardia. com september 19, 2013 anastasios gianakakos re : employment by myokardia, inc. dear tassos : myokardia, inc. ( the “ company ” ) is pleased to confirm its offer to employ you as chief executive officer ( ceo ). as ceo you will be reporting to the myokardia board of directors ( bod ). in the role of ceo, you will : • work with the bod and senior management to formulate and communicate a compelling vision and strategic direction and value creation plan for the company ; evaluate alternative strategies ; identify competitive issues ; capitalize on platform technology and develop and implement operating plans to achieve objectives. • oversee all company activities to ensure myokardia meets its research, development, and financial milestones and all other objectives including clinical, regulatory, and business development. • develop and maintain strategic partnerships with external companies, overseeing critical activities to ensure research and development commitments and related projects are fulfilled. • serve as the primary spokesperson for company, establishing and communicating the company ’ s image, and enhancing its visibility among potential partners. • build additional organizational experience within the management team. work with the board and senior management team to manage uncertainty while maintaining an entrepreneurial environment. • ensure that qualified research and development and managerial personnel are attracted and retained ; manage performance by providing feedback, teaching and development opportunities. • represent myokardia in scientific conferences, presentations, industry and investment groups. • build and maintain solid working relationships with key opinion leaders and investors. • foster an internal atmosphere that supports individual accountability, transparency, open communication and respect to enable employees to focus on the company ’ s mission. your effective date of hire as a regular employee ( the “ start date ” ) will be october 14, 2013. your compensation for this position will be at the rate of $ 375, 000 per year, payable monthly in accordance with the company ’ s normal pay schedule. you will be eligible to participate each year in the company ’ s annual target bonus pool plan of up to 35 % of your base salary based upon achievement of both corporate and personal goals, as agreed to between you and the bod. you must be employed on the date on which the annual bonus is paid in order | 1,437 |
confidentiality-agreements | confidentiality, intellectual property and restrictive covenant protective agreement dated 15 july 2019 state street asia limited and francisco aristeguieta confidentiality, intellectual property and restrictive covenant protective agreement this confidentiality, intellectual property and restrictive covenant protective agreement ( “ agreement ” ) is dated 15 july 2019 between state street asia limited ( the “ company ” or “ state street ” ), whose registered office is at l68, two international finance centre, 8 finance street, central, hong kong ; and francisco aristiguieta of [ address ] ( the “ employee ” or “ you ” ) ; this agreement now witnesses as follows : 1. undertakings you agree to the undertakings and terms set out below. for the avoidance of doubt, this agreement is not a contract of employment as defined by the employment ordinance or otherwise. 2. confidentiality 2. 1 you acknowledge that you have access to confidential information which is not generally known or made available to the general public and that such confidential information is the property of the company, its associated companies, or its or their licensors, suppliers or customers. subject to clause 12, below, you agree specifically as follows, in each case whether during your employment or following the termination thereof : - ( a ) you will always preserve as confidential all confidential information, and will never use it for your own benefit or for the benefit of others ; this includes that you will not use the knowledge of activities or positions in clients ’ securities portfolio accounts or cash accounts for your own personal gain or for the gain of others. ( b ) you will not disclose, divulge, or communicate confidential information to any unauthorized person, business or corporation during or after the termination of your employment with the company and its associated companies. you will use your best efforts and exercise due diligence to protect, to not disclose and to keep as confidential all confidential information. ( c ) you will not initiate or facilitate any unauthorized attempts to intercept data in transmission or attempt entry into data systems or files. you will not intentionally affect the integrity of any data or systems of the company or any of its associated companies through the introduction of unauthorized code or data, or through unauthorized deletion or addition. you will abide by all applicable information security policies and procedures of the company and its associated companies. ( d ) upon the earlier of request or termination of employment, you agree to return to the company or the relevant associated companies, or if so directed by the company or the relevant associated companies | 1,438 |
confidentiality-agreements | exhibit 10. 7 dated 8 september 2008 deed of confidentiality savvis uk limited and all affiliates ( “ savvis ” or “ company ” ) ( 1 ) and richard warley ( 2 ) hogan & hartson juxon house 100 st paul ’ s churchyard london ec4m 8bu tel : 020 7367 0200 fax : 020 7267 0220 ref : jcm / 080262. 31 1 this agreement is made the 8th of september 2008 between : ( 1 ) savvis uk limited and all affiliates ( collectively “ savvis ” or the “ company ” ) ; and ( 2 ) richard warley ( the “ employee ” ) 1. recitals 1. 1 the employee has been employed by the company in the position as managing director emea pursuant to various agreements but, in particular, a letter dated 30th june 2003 and a non - disclosure agreement entered into on 1st september 2000 between the company and the employee ( “ the agreement ” ). 1. 1 the employee has been employed by the company in the position as managing director emea pursuant to various agreements but, in particular, a letter dated 30th june 2003 and a non - disclosure agreement entered into on 1st september 2000 between the company and the employee ( “ the agreement ” ). 1. 2 the employee acknowledges the enforceability of clauses 1 to 4 of the agreement, save that clause 1 of the agreement is hereby agreed to continue indefinitely, or until such time as such information comes into the public domain otherwise than as a result of an unauthorised disclosure by the employee or any other person who owes the company an obligation of confidentiality in relation to the information disclosed. 1. 3 the employee hereby irrevocably and voluntarily resigns his employment with the company ( and all offices and boards of the company ) on 8 september 2008 effective the termination date. the employee will continue in employment with the company until 30th september 2008 ( the “ termination date ” ). 1. 3 the employee hereby irrevocably and voluntarily resigns his employment with the company ( and all offices and boards of the company ) on 8 september 2008 effective the termination date. the employee will continue in employment with the company until 30th september 2008 ( the “ termination date ” ). 1. 4 the employee has agreed to work to professionally transition his responsibilities through the termination date to a successor ( s ) and also to reasonably respond to inquiries of the company | 1,439 |
confidentiality-agreements | pride international, inc. employment / non - competition / confidentiality agreement carlos etcheverry pride international, inc. employment / non - competition / confidentiality agreement carlos etcheverry employment / non - competition / confidentiality agreement carlos etcheverry carlos etcheverry employment / non - competition / confidentiality agreement date : the date of execution set forth below. company / employer : pride international, inc., a delaware corporation 5847 san felipe, suite 3300 houston, texas 77057 employee : carlos etcheverryviamonte 1133 — 7th pisa 1053 n capital federal argentina this employment / non - competition / confidentiality agreement by and between pride international, inc. ( the “ company ” and as further defined below ) and carlos etcheverry ( “ employee ” ), effective as of the date fully executed by both parties as set forth on the signature page below ( the “ agreement ” ), is made on the terms as herein provided. preamble whereas, the company wishes to attract and retain well - qualified employees and key personnel and to assure itself of the continuity of its management ; whereas, the company recognizes that employee will serve as a valuable resource of the company, and the company desires to be assured of the continued services of employee ; whereas, the company desires to obtain assurances that employee will devote his best efforts to his employment with the company and will not enter into competition with the company in its business as now conducted and to be conducted, or solicit customers or other employees of the company to terminate their relationships with the company ; whereas, employee will serve as a key employee of the company, and he acknowledges that his talents and services to the company are of a special, unique, unusual and extraordinary character and are of particular and peculiar benefit and importance to the company ; whereas, the company is concerned that in the event of a possible or threatened change in control ( as defined below ) of the company, employee may feel insecure, and therefore the company desires to provide security to employee in the event of a change in control ; whereas, the company further desires to assure employee that if a possible or threatened change in control should arise and employee should be involved in deliberations or employment / non - competition / confidentiality agreement date : the date of execution set forth below. company / employer : pride international, inc., a delaware corporation 5847 san felipe, suite 3300 houston, texas 77057 employee : | 1,440 |
confidentiality-agreements | exhibit 10. 8 restrictive covenant and confidentiality agreement in exchange for the mutual promises and consideration set forth below, this restrictive covenant and confidentiality agreement ( “ agreement ” ) is entered into by and between the federal home loan mortgage corporation ( “ freddie mac ” or “ company ” ) and bruce m. witherell ( “ executive ” ), effective on the date the executive assigns a personal signature to this agreement. i. definitions the following terms shall have the meanings indicated when used in this agreement. a. prohibited competition : considering offers of employment from, seeking or accepting employment with, directly or indirectly providing professional services to, becoming a director of, or being an investor ( representing more than a five ( 5 ) percent equity interest ) in, ( i ) fannie mae ( ii ) all federal home loan banks ( including the office of finance ) ; and ( iii ) such other entities to which the executive and the company may agree in writing from time - to - time. b. confidential information : information or materials in written, oral, magnetic, digital, computer, photographic, optical, electronic, or other form, whether now existing or developed or created during the period of executive ’ s employment with freddie mac, that constitutes trade secrets and / or proprietary or confidential information. this information includes, but is not limited to : ( i ) all information marked proprietary or confidential ; ( ii ) information concerning the components, capabilities, and attributes of freddie mac ’ s business plans, methods, and strategies ; ( iii ) information relating to tactics, plans, or strategies concerning shareholders, investors, pricing, investment, marketing, sales, trading, funding, hedging, modeling, sales and risk management ; ( iv ) financial or tax information and analyses, including but not limited to, information concerning freddie mac ’ s capital structure and tax or financial planning ; ( v ) confidential information about freddie mac ’ s customers, borrowers, employees, or others ; ( vi ) pricing and quoting information, policies, procedures, and practices ; ( vii ) confidential customer lists ; ( viii ) proprietary algorithms ; ( ix ) confidential contract terms ; ( x ) confidential information concerning freddie mac ’ s policies, procedures, and practices or the way in which freddie mac does business ; ( xi ) proprietary or confidential data bases, including their structure and content ; ( xii ) proprietary freddie mac business software, including its design, specifications and documentation ; ( xiii ) information about freddie mac products, programs, and services which | 1,442 |
confidentiality-agreements | shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. employee name shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. shenzhen tmk power industries ltd. party a ( seal ) : party b ( signature ) : legal representative ( signature ) : identity card number : date : date : | 1,443 |
confidentiality-agreements | exhibit 10. 2 employment, confidentiality and non - solicitation agreement this employment, confidentiality and non - solicitation agreement dated as of july 1, 2014 is by and between fision holdings, inc., a minnesota corporation ( hereinafter " company " or " fision " ) and garry n. lowenthal ( " employee " ), whose social security number is xxx - xx - xxxx. whereas, fision desires to have the availability of employee's expertise in general and financial management and business leadership as an employee ; and whereas, employee desires to be employed by employer to provide such services ; and whereas, employer and employee have reached this agreement in good faith and in arm's length negotiations, separate and apart from any other agreements. now, therefore, in consideration of the foregoing recitals and of the mutual covenants set forth below, the parties hereto agree as follows : 1. duration of employment. effective july 1, 2014, employee is hired ( ratified ) by fision in the capacity of executive vice president and chief financial officer and shall remain employed until terminated as provided herein. employees first day of employment is august 1, 2010. 2. duties of employee. in accepting employment by fision, employee shall undertake and assume the responsibilities and duties as follows : a. employee to perform in the function of evp and cfo of fision on a full - time basis ; b. evp / cfo to report directly to the president & ceo of fision ; c. evp / cfo has the responsibility for all fision accounting, controllership, treasury, information technology ( internal for operations ), legal, budgeting & forecasting, tax and audit functions, external reporting and all other functions, as directed by the president or board of directors ; d. evp / cfo will oversee all financial operations including duties responsible for accounting operations, financial strategy, capital investments, fundraising activities, mergers & acquisitions, p & l and balance sheet responsibility, securities registrations and all other functions, as required by the president or board of directors ; e. evp / cfo acts in the capacity of a corporate officer of fision ; a. employee to perform in the function of evp and cfo of fision on a full - time basis ; b. evp / cfo to report directly to the president & ceo of fision ; c. evp / cfo has the | 1,444 |
confidentiality-agreements | exhibit 2. 1 date : 8 june 2007 amending agreement relating to merger implementation agreement coeur d ’ alene mines corporation coeur d ’ alene mines australia pty ltd coeur sub two, inc bolnisi gold nl minterellison lawyers aurora place, 88 phillip street, sydney nsw 2000, dx 117 sydney tel : + 61 2 9921 8888 fax : + 61 2 9921 8123 www. minterellison. com exhibit 2. 1 date : 8 june 2007 amending agreement relating to merger implementation agreement coeur d ’ alene mines corporation coeur d ’ alene mines australia pty ltd coeur sub two, inc bolnisi gold nl minterellison lawyers aurora place, 88 phillip street, sydney nsw 2000, dx 117 sydney tel : + 61 2 9921 8888 fax : + 61 2 9921 8123 www. minterellison. com amending agreement relating to merger implementation agreement details 3 agreed terms 5 1. defined terms & interpretation 5 1. 1 defined terms 5 1. 2 interpretation 5 2. amendments 5 2. 1 amendments to mia 5 2. 2 single document 5 2. 3 confirmation and acknowledgment 5 3. general 5 3. 1 governing law and jurisdiction 5 3. 2 confidentiality 5 3. 3 counterparts 5 signing page 6 note : to create the table of contents click on the ‘ toc ’ icon — to update the toc — position your cursor in the toc and press f9 minter ellison | ref : jp : mal 20 # # # - # # # - # # # # amending agreement | page 2 amending agreement relating to merger implementation agreement details 3 agreed terms 5 1. defined terms & interpretation 5 1. 1 defined terms 5 1. 2 interpretation 5 2. amendments 5 2. 1 amendments to mia 5 2. 2 single document 5 2. 3 confirmation and acknowledgment 5 3. general 5 3. 1 governing law and jurisdiction 5 3. 2 confidentiality 5 3. 3 counterparts 5 signing page 6 defined terms & interpretation defined terms interpretation amendments amendments to mia single document confirmation and acknowledgment general governing law and jurisdiction confidentiality counterparts note : to create the table of contents click on the ‘ toc ’ icon — to update the toc — position your cursor in the toc and press f9 minter ellison | ref : jp | 1,445 |
confidentiality-agreements | exhibit 10. 1 exhibit 10. 1 confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as *. a complete, unredacted version of this exhibit has been filed separately with the securities and exchange commission. confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as *. a complete, unredacted version of this exhibit has been filed separately with the securities and exchange commission. execution copy research, development and commercialization license agreement by and between merck & co., inc. and geron corporation table of contents 1. definitions 2. research program ; clinical development program 2. 1 research program 2. 2 conduct of research 2. 3 joint research committee 2. 4 clinical development of non - dc products 2. 5 records and reports 2. 6 program patent rights and program know - how 2. 7 ae reporting 3. license ; option ; development and commercialization 3. 1 license grants 3. 2 research license and option for dc products 3. 3 license and option grants to geron 3. 4 no implied licenses ; retained rights 3. 5 diligence in development and commercialization 3. 6 option of geron to co - promote in the united states 3. 7 bankruptcy 4. confidentiality and publication 4. 1 nondisclosure obligation 4. 2 geron know - how 4. 3 publication 4. 4 publicity / use of names / disclosure of terms 5. payments ; royalties and reports 5. 1 license fee 5. 2 option fee 5. 3 milestone payments 5. 4 royalties for non - dc products 5. 5 reports ; payment of royalty 5. 6 audits 5. 7 payment exchange rate 5. 8 income tax withholding 6. representations and warranties ; covenants 6. 1 representations and warranties 6. 2 representation and covenant by geron related to colorado agreement 6. 3 limitation of liability. 7. indemnification ; insurance 7. 1 indemnification by geron 7. 2 indemnification by merck 7. 3 notification of claims ; conditions to indemnification obligations 7. 4 insurance 8. patent provisions 8. 1 geron patent rights 8. 2 licensed program patent rights 8. 3 patent term restoration 9. term and termination 9. 1 term and expiration | 1,446 |
confidentiality-agreements | exhibit 10. 2 schmitt industries, inc. board of directors policy on confidentiality adopted october 12, 2018 pursuant to their fiduciary duties of loyalty and care, directors are required to protect and hold confidential all non - public information obtained due to their directorship position absent the express or implied permission of the board of directors to disclose such information. accordingly, ( i ) no director shall use confidential information for his or her own personal benefit or to benefit persons or entities outside the company ; and ( ii ) no director shall disclose confidential information outside the company, either during or after his or her service as a director of the company, except with authorization of the board of directors or as may be otherwise required by law. “ confidential information ” is all non - public information entrusted to or obtained by a director by reason of his or her position as a director of the company. it includes, but is not limited to, non - public information that might be of use to competitors or harmful to the company or its customers if disclosed, such as : • non - public information about the company ’ s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures ; • non - public information concerning possible transactions with other companies or information about the company ’ s customers, suppliers or joint venture partners, that the company is under an obligation to maintain as confidential ; and • non - public information about discussions and deliberations relating to business issues and decisions, between and among employees, officers and directors. exhibit 10. 2 schmitt industries, inc. board of directors policy on confidentiality adopted october 12, 2018 pursuant to their fiduciary duties of loyalty and care, directors are required to protect and hold confidential all non - public information obtained due to their directorship position absent the express or implied permission of the board of directors to disclose such information. accordingly, ( i ) no director shall use confidential information for his or her own personal benefit or to benefit persons or entities outside the company ; and ( ii ) no director shall disclose confidential information outside the company, either during or after his or her service as a director of the company, except with authorization of the board of directors or as may be otherwise required by law. “ confidential information ” is all non - public information entrusted to or obtained by a director by reason of his or her position as a director of the company | 1,447 |
confidentiality-agreements | confidentiality and non - competition agreement party a : xi ’ an baorun industrial development co., ltd. address : room 10720, dongxin century plaza, no. 7, huoju road, xi ’ an legal representative : gao xincheng party b : gao xincheng id / passport number : 610203630613361 address : in consideration of party b's employment or continued employment with party a, and the compensation now and hereafter paid to party b by party a, the parties hereby agree to enter into this agreement. for the purposes of this agreement, " group " means party a and any entity which is established by party a for the time being and from time to time, the holding company, parent or subsidiary or affiliate of party a, or any subsidiary or office of the holding company of party a. 1. 1. 2. 2. 3. 3. confidential information in this agreement includes : 3. 1 3. 1 confidential confidential 1 1 1 3. 2 3. 2 4. 4. 4. 1 4. 1 4. 2 4. 2 4. 3 4. 3 5. 5. 5. 1 5. 1 confidential confidential 2 2 2 5. 2 5. 2 5. 3 5. 3 5. 4 5. 4 6. 6. 6. 1 6. 1 6. 2 6. 2 confidential 3 3 3 6. 3 6. 3 6. 4 6. 4 6. 5 6. 5 7. 7. confidential confidential 4 4 4 8. 8. 8. 1 8. 1 8. 2 8. 2 8. 3 8. 3 confidential 5 5 5 8. 4 8. 4 9. 9. 10. 10. 11. 11. 12. 12. confidential 6 6 6 13. 13. 14. 14. 15. 15. 16. 16. 16. 1 16. 1 16. 2 16. 2 17. 17. 17. 1 17. 1 17. 2 17. 2 confidential 7 7 7 17. 3 17. 3 17. 4 17. 4 17. 5 17. 5 confidential 8 8 8 party a : xi ’ an baorun industrial development co., ltd. name : gao xincheng by : / s / gao xincheng party b : gao xincheng by : / s / gao xincheng confidential 9 9 9 exhibit a xi ’ an baorun industrial development co., ltd. | 1,448 |
confidentiality-agreements | exhibit 10. 5 notice of confidentiality rights : if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records : your social security number or your driver ’ s license number. leasehold deed of trust security agreement - - financing statement as of the 14th day of april, 2008, vcg holding corp. ( hereinafter, whether one or more, jointly and severally called “ grantor ” ), whose mailing address is 390 union boulevard, suite 540, lakewood. colorado 80228, in consideration of the debt and trust hereinafter mentioned, does hereby grant, bargain, sell, transfer, assign and convey unto charles f. baum, trustee, the grantor ’ s leasehold interest and building on the following described property ( all of which is sometimes referred to collectively herein as the “ property ” ) : part i : see exhibit “ a ” attached hereto and made a part hereof. ( i ) and all buildings and improvements now or hereafter situated thereon inclusive of all goods which are or are to become fixtures, now or hereafter located in and about such improvements, including, without limitation, all heating, air conditioning, ventilating, plumbing, electrical fixtures and wiring, replacements thereof and additions thereto, all of which grantor represents and agrees are or will be a part of and affixed to said land ; part ii : ( ii ) all personal property owned by grantor located or to be located on the above described real property including, without limitations, all furniture, furnishings, equipment, appliances and all other personal property of every kind and description except for the computer equipment and software ; and ( iii ) all proceeds of the above. to have and to hold the property, together with the rights, privileges, and appurtenances thereto, unto the said trustee, and to his substitutes or successors forever. and grantor does hereby bind itself, and grantor ’ s successors and assigns to warrant and forever defend the property unto the said trustee, his substitutes or successors and assigns forever, against the claim or claims of all persons claiming or to claim the property or any part thereof. / s / mo this conveyance, however, is made in trust to secure payment of the indebtedness evidenced by that certain promissory note ( the “ note ” ) of even date herewith | 1,449 |
confidentiality-agreements | geron * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. ( a ) * $ u. s. * ( b ) * $ u. s. * ( c ) * $ u. s. * ( d ) * $ u. s. * ( e ) * $ u. s. * ( f ) * $ u. s. * ( g ) * $ u. s. * ( h ) * $ u. s. * ( i ) * $ u. s. * ( j ) * $ u. s. * ( k ) * $ u. s. * * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. it is anticipated that the milestones paid for * will be either $ u. s. * ( i. e., the sum of ( d ) + ( e ) ), or $ u. s. * ( i. e., ( f ) alone ), | 1,450 |
confidentiality-agreements | exhibit 10. 2 march 30, 2011 mr. robert a. doty 7101 playa vista drive, unit 305 playa vista, ca usa 91706 robert, i am pleased to offer you the position of president and chief executive officer of engine clean solutions, inc. ( “ engine clean ” or the “ company ” ) reporting to the president and chief executive officer of quintana gold resources corp. ( “ qgrc ”, “ parent ” or “ parent company ” ). qgrc is in the process of changing its name to “ cleantransportation group inc. ”, the conditions of your employment with the company are as follows : · term. thirty six ( 36 ) months, effective from the date of signing. · term. thirty six ( 36 ) months, effective from the date of signing. · position. in the position of president and chief executive officer of engine clean, or such position as the company may from time to time designate, you will perform on a full - time basis all of the duties and responsibilities of that position and such other duties on behalf of the company consistent with the position which may be assigned or delegated to you from time to time. · position. in the position of president and chief executive officer of engine clean, or such position as the company may from time to time designate, you will perform on a full - time basis all of the duties and responsibilities of that position and such other duties on behalf of the company consistent with the position which may be assigned or delegated to you from time to time. · other duties. these activities will include specific presentations and communications internal and external to the company ( including with the board of directors and shareholder forums ). in this capacity you will be working closely with the parent company ’ s president and ceo on a variety of evolving corporate matters including a series of confidential activities with the board of directors of the company. · other duties. these activities will include specific presentations and communications internal and external to the company ( including with the board of directors and shareholder forums ). in this capacity you will be working closely with the parent company ’ s president and ceo on a variety of evolving corporate matters including a series of confidential activities with the board of directors of the company. · reporting. you will report to the president and ceo of the parent company or to such other person or persons as the company may reasonably determine from time to time in its absolute discretion. no change by the company of | 1,451 |
confidentiality-agreements | exhibit 10. 41 employment and confidentiality agreement community west bank executive vice president & market president this employment and confidentiality agreement ( the " agreement " ) is made and entered into as of june 1, 2015 ( the " effective date " ) by and among community west bank, na ( “ bank ” ) a wholly owned subsidiary of community west bancshares, community west bancshares, a california corporation ( “ parent ” ) and william f. filippin ( " executive " ). witnesseth whereas the bank is a california national banking association duly organized, validly existing, and in good standing under the laws of the united states of america, with power to own property and carry on its business as it is now being conducted, with its principal place of business located at 445 pine street, goleta, california 93117 ; whereas the bank desires to avail itself of the skill, knowledge and experience of executive in order to insure the successful management of its business ; whereas the parties desire to enter into this agreement ; whereas the parties hereto desire to specify the terms of executive's employment by the bank and company as controlling executive's employment at the bank ; now, therefore, in consideration of the representations, warranties, and mutual covenants set forth in this agreement, the following terms and conditions shall apply to executive's employment with the bank on and after the effective date : 1. article 1 - employment and term 1. 1. employment. the bank shall employ executive as the bank's executive vice president and market president ( the " position " ), and executive accepts such employment, in accordance with the terms and conditions set forth in this agreement. the place of executive's employment under this agreement shall be in san luis obispo county, california, or at a location determined by the board of directors of the bank ( the " board of directors " ). 1. 2. term. the term of employment under this agreement ( " initial term " ) shall commence on the effective date and end on may 31, 2016, subject to early termination, provided in article 4, below. “ term ” shall refer to the entire period of employment of executive by bank, commencing with the effective date, whether for the initial term, the renewal term as provided for in section 1. 3 below or whether terminated earlier as provided for in this agreement. 1. 3. renewal. upon the expiration of the initial term, executive ' | 1,452 |
confidentiality-agreements | exhibit 10. 1 business confidentiality, non competition and other covenants agreement by the private instrument and in the best form of the law, the parties : whirlpool corporation, a company with offices at 2000 n m - 63, benton harbor mi, usa, whirlpool s / a, a company with offices at av. nacoes unidas, 12995 – 32º andar, sao paulo, sp, registered before the brazilian taxpayers registry under number [ redacted ] herein represented by its legal representatives, hereinafter collectively referred to as whirlpool and jose aurelio drummond junior, bearer of identity card number [ redacted ], and of brazilian taxpayers registry [ redacted ], resident and domiciled at [ redacted ], hereinafter referred to as employee, collectively referred to as “ parties ”. whereas : 1. effective may 1, 2013, employee will resign as an executive officer of whirlpool corporation. employee shall occupy, only and exclusively the position of president of the board of directors ( administrative council ) of whirlpool s. a., until 12 / 30 / 2013, with the responsibilities defined in the company ’ s articles of incorporation, without the need to comply with a minimum working schedule, with a monthly remuneration of r $ 127, 692 ( one hundred and twenty seven thousand, six hundred and ninety two reais ) ; 2. during the time in which he will occupy the position of president of the board of directors ( administrative council ) of whirlpool s. a., he shall continue to have rights to all benefits granted for the status of president ( health and dental plan, life insurance, pension plan, car with driver, fuel tickets and others ), as set forth in clause three of this agreement ; 3. for the fiscal year of 2013, the parties agree that the employee shall not be eligible for any short term or long term incentive ; 4. at the end of the expatriation to europe on 04 / 30 / 2013, whirpool will ensure the support to the employee through deloitte consulting ( specialized in tax matters ) for tax equalization and other tax related discussions based on the period of expatriation, as well as the production of all the tax forms upon his return to brazil. it is important to highlight that all aspects and conditions related to tax ( equalization, | 1,453 |
confidentiality-agreements | exhibit 10. 2 immuno - oncology license and collaboration agreement by and between sanofi biotechnology sas and regeneron pharmaceuticals, inc. dated as of july 1, 2015 certain portions of this exhibit have been omitted pursuant to a request for confidentiality. such omitted portions, which are marked with brackets and three asterisks [ * * * ], have been separately filed with the commission. certain portions of this exhibit have been omitted pursuant to a request for confidentiality. such omitted portions, which are marked with brackets and three asterisks [ * * * ], have been separately filed with the commission. table of contents article i definitions article ii collaboration2. 1scope of collaboration2. 2compliance with law2. 3further assurances and transaction approvals2. 4compliance with third party agreements2. 5commercially reasonable efforts ; plans2. 6limitation on exercise of rights outside of collaboration article iii information exchange and updates, management3. 1committees and management3. 2immuno - oncology steering committee3. 3joint development committee3. 4joint commercialization committee3. 5reporting country / regions ; country / region commercialization committees3. 6joint finance committee3. 7joint manufacturing committee3. 8membership3. 9meetings3. 10decision - making ; authority3. 11resolution of committee matters3. 12alliance management3. 13obligations of the parties3. 14exchange of information article iv license grants4. 1regeneron license grants4. 2sanofi license grants4. 3newly created intellectual property4. 4sublicensing4. 5no implied license4. 6retained rights article v development activities5. 1development of io licensed products5. 2post - poc principal party5. 3regn2810 global development plan and regn2810 global development budget5. 4global development plans and global development budgets5. 5additional trials article i definitions article ii collaboration2. 1scope of collaboration2. 2compliance with law2. 3further assurances and transaction approvals2. 4compliance with third party agreements2. 5commercially reasonable efforts ; plans2. 6limitation on exercise of rights outside of collaboration article iii information exchange and | 1,454 |
confidentiality-agreements | exhibit 10. 1 second amendment to confidentiality agreement this second amendment ( this “ amendment ” ) is made as of september 12, 2019 to that certain confidentiality agreement, dated as of february 8, 2019, made by and among apogee enterprises, inc., a minnesota corporation ( the “ company ” ) and engaged capital llc, engaged capital flagship master fund, lp, engaged capital co - invest viii, lp, engaged capital flagship fund, lp, engaged capital flagship fund, ltd., engaged capital holdings, llc and glenn w. welling ( collectively, “ engaged capital ” ), as first amended on august 5, 2019 ( the “ confidentiality agreement ” ). capitalized terms not defined herein shall have the meanings ascribed to such terms in the confidentiality agreement. the company and engaged capital hereby acknowledge and agree as follows : paragraph 9 of the confidentiality agreement shall be amended to replace the words “ 5 : 30 pm new york city time on september 15, 2019 ” with the words “ 11 : 59 pm new york city time on september 29, 2019 ”. for the avoidance of doubt, engaged capital shall be permitted to file an amendment to its schedule 13d and the company shall be permitted to file a form 8 - k, in each case, disclosing that this amendment has been entered into and attaching a copy of this amendment as an exhibit thereto. except as expressly amended hereby, the confidentiality agreement remains unchanged and in full force and effect according to the terms originally stated therein. this amendment may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. * * * * * exhibit 10. 1 second amendment to confidentiality agreement this second amendment ( this “ amendment ” ) is made as of september 12, 2019 to that certain confidentiality agreement, dated as of february 8, 2019, made by and among apogee enterprises, inc., a minnesota corporation ( the “ company ” ) and engaged capital llc, engaged capital flagship master fund, lp, engaged capital co - invest viii, lp, engaged capital flagship fund, lp, engaged capital flagship fund, ltd., engaged capital holdings, llc and glenn w. welling ( collectively, “ engaged capital ” ), as first amended on august 5, 2019 ( the “ confidentiality agreement ” ). capitalized terms not defined herein shall have the meanings ascribed to such terms in | 1,455 |
confidentiality-agreements | exhibit 10. 14 from : sapinda asia limited. to the attention of the board of directors of securealert, inc. and to mr. chad olsen, cfo dated : 24 september 2013 notice of conversion gentlemen, we hereby are giving an official and formal notice that sapinda asia limited, incorporated and registered in the british virgin island with company number 1601 693 whose mailing address is at room 803 - 4, 8 / f., hang seng wanchai building, 200 hennessy road wanchai, hong kong, and the registered address at omc chambers, wickhams cay i, road town, tortola, british virgin islands, herewith converts all of its claims for payments of principal amounts and of accrued and unpaid interest under the loan and security agreement between secu realert inc and sapinda asia limited dated 3 december 2012 ( the " lsa " ). we refer to the clause i. 4 under which the lender shall have the right to convert outstanding principal, accrued and un paid interest and fees under the notes at a rate equal to two and a quarter cents per share prior to the reverse split ( " pre - split conversion price " ). we refer to a reverse 200 : 1 stock split which took place on 26 march 2013, which ca used the conversion rate to be subsequently adjusted to u $ d 4. 50 per share ( " post - split conversion price " ) according to the language of the lsa, the principal amount under the lsa is u $ d 16, 640, 000. however, according to the records sapinda asia, a total amount of u $ d 16, 700, 000 has actually been funded under the lsa. the excess funding amount is u $ d 60, 000. sapinda asia will defer to the decision of your board of directors of securealert to decide whether the excess funding amount of u $ d 60, 000 shall also be conve1tible into common shares. should you decline to convert the excess funding amount, we would kindly ask you to return the u $ d 60, 000 to our bank account, of which separate instructions shall be provided. in accordance with the lsa, sapinda asia also converts all of its interest claims under the lsa. according to the records of sapinda asia, the total interest claims as of the close of business on monday, 23 september 2013, amount to u $ d 914, | 1,456 |
confidentiality-agreements | exhibit 10. 3 certain identified information marked with brackets and asterisks ( [ * * ] ) has been excluded from this exhibit because it is both material and would be competitively harmful if disclosed. decommissioning services agreement by and between duke energy florida, llc, as company and adp cr3, llc, as contractor and adp sf1, llc, as buyer dated as of may 29, 2019 table of contents page article 1definitions ; interpretation ; effectiveness 2 article 1 article 1 definitions ; interpretation ; effectiveness 2 definitions ; interpretation ; effectiveness 2 1. 1definitions 2 1. 1 1. 1 definitions 2 definitions 2 1. 2certain interpretive matters 20 1. 2 1. 2 certain interpretive matters 20 certain interpretive matters 20 1. 3effectiveness ; survival 21 1. 3 1. 3 effectiveness ; survival 21 effectiveness ; survival 21 article 2representations and warranties 21 article 2 article 2 representations and warranties 21 representations and warranties 21 2. 1contractor and buyer representations and warranties 21 2. 1 2. 1 contractor and buyer representations and warranties 21 contractor and buyer representations and warranties 21 2. 2company representations and warranties 22 2. 2 2. 2 company representations and warranties 22 company representations and warranties 22 article 3pre - closing covenants of the parties 26 article 3 article 3 pre - closing covenants of the parties 26 pre - closing covenants of the parties 26 3. 1company ’ s conduct of business relating to the assets and the cr - 3 3. 1 3. 1 company ’ s conduct of business relating to the assets and the cr - 3 company ’ s conduct of business relating to the assets and the cr - 3 facility 26 3. 2contractor ’ s conduct of business 28 3. 2 3. 2 contractor ’ s conduct of business 28 contractor ’ s conduct of business 28 3. 3further assurances 28 3. 3 3. 3 further assurances 28 further assurances 28 3. 4consents and approvals 28 3. 4 3. 4 consents and approvals 28 consents and approvals 28 3. 5notice of significant changes ; revised schedules ; first amendment to 3. 5 3. 5 notice of significant changes ; revised schedules ; first amendment to notice of significant changes ; revised schedules ; first amendment to dsa 29 3. 6contractor ’ | 1,457 |
confidentiality-agreements | non - circumvent agreement non - disclosure and confidentiality agreement this non - disclosure / non circumvent and confidentiality agreement entered into between topsight corporation, a nevada corporation, hereinafter referred to as “ topsight ”, with its corporate address at 4616 w. sahara ave, ste 256, las vegas, nv 89102, and united lumicon exhibition services, inc., a ( n ) nevada company, hereinafter referred to as “ company ”, with its corporate address at 3984 vanessa dr, las vegas, nv 89103, dated may 21, 2015 the parties agree to respect the integrity and tangible value of this agreement between them. this agreement will remain in effect between said parties for 5 years from the date of the last exchange of information or business transaction. for each entity / corporation / business, a one time non - refundable $ 1250. 00 ( one thousand two hundred and fifty dollar ) administrative fee to be invoiced and payable to topsight within 3 ( three ) business days of the agreement acceptance. company shall be responsible for out - of - pocket cost including, but not limited to state incorporation fees / registration fees, accounting and bookkeeping cost, full auditing fees, legal fee, edgar fee, market maker fee etc. should any agreement be completed with introduction parties on any entity / corporation / business or person, compensation / consulting fee for topsight, in the form of equity per entity that is being provided services, will be incorporated into said deal per deal, and shall be due and payable upon execution of this agreement. for topsight the compensation / consulting fee will be payable in the form of equity and will consist of an issuance of 4, 675, 000 shares of client ’ s common stock. company shall be responsible for out - of - pocket cost including, but not limited to state incorporation fees / registration fees, accounting and bookkeeping cost, full auditing fees, legal fee, edgar fee, transfer agent fee, dtc eligibility fee, listing fee etc. because of this agreement, the parties involved in this transaction may learn from one another, or from principals, the names and telephone numbers of vendors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and / or trusts, or buyers and sellers hereinafter called contacts. the parties with this acknowledge, accept and agree that | 1,458 |
confidentiality-agreements | artesyn technologies, inc. by : / s / joseph o ’ donnell name : joseph o ’ donnell title : president and chief executive officer jana partners llc by : / s / barry rosenstein name : barry rosenstein title : managing partner | 1,459 |
confidentiality-agreements | exhibit 10. 28 october 21, 2011 mary j. cullinane 44 gramercy park, north, apt. 4e new york, ny 10010 mary, this letter is to confirm our offer of employment for the role of svp corporate & social responsibility reporting to linda zecher, ceo / president of houghton mifflin harcourt. this offer and enclosures summarize your compensation and benefits and contains important information regarding your status as an employee of houghton mifflin harcourt. your employment period will begin on january 2, 2012. your compensation will include your biweekly salary of $ 8, 654. 84 or $ 225, 000 annualized, subject to applicable payroll taxes and withholdings. effective with the 2012 calendar year, you will be eligible to earn up to $ 150, 000 in incentive based compensation for an annual total cash compensation opportunity of $ 375, 000. the payout of this incentive will be based on the achievement of individual performance metrics and overall company performance. as an executive of hmh, you will also be eligible to participate in the hmh long - term incentive program in accordance with the program guidelines. please note that you will be required to sign a non - compete agreement in order to participate in the lti. you will relocate to boston, ma within the next 12 months and will be eligible to receive relocation benefits including the transfer of goods from new york, n. y. to boston, ma. as well as temporary housing for up to 90 days and the reimbursement of normal and customary out - of - pocket expenses as outlined in the hmh relocation policy. you will be required to travel domestically and internationally on a regular basis. all travel related expenses will be reimbursed in accordance with company expense guidelines. you will be eligible for up to 20 vacation days annually. vacation time is accrued on a daily basis. for a calculation of the exact amount of time you are eligible for this year, please refer to the hmh employee guide or contact your hr business partner. in addition, you are eligible for company paid holidays and occasional absence days as described in the employee guide. according to the terms of our current policy, your performance will be reviewed in 2012. hmh offers employee health care coverage and the opportunity to participate in a 401k plan. if you choose to enroll in the plan, health coverage will commence on the first of the month, following 30 days from your start date. in order | 1,460 |
confidentiality-agreements | confidentiality agreement of consigned food processing party a ( manufacturer ) : bioenergy biotechnology corp. business registration no. : 28511067 address : no. 49, sec. 2, jhongshan rd., tanzih township, taichung county tel : 04 - 25313733 e - mail : * * * @ * * * ( hereinafter referred to as the “ manufacturer ” ) party b ( consignor ) : yambear bio - tech, inc. business registration no. : 53886794 address : 3f, no. 10, yuanxi 2nd rd., changzhi township, pingtung tel : 08 # # # - # # # - # # # # e - mail : * * * @ * * * ( hereinafter referred to as the “ consignor ” ) the consignor and the manufacturer are together called “ both parties ”. this agreement, on the basis of equality and free will, is made and entered into by and between the consignor and the manufacturer through friendly negotiation. it is hereby mutually agreed as follows : ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 1 ) whereas the consignor desires to outsource the manufacturing of the products of yamigo five - phases enzymes pursuant to the orders it places to the manufacturer from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor places from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor places from time to time in accordance with the terms and conditions stipulated below. ( 2 ) the manufacturer desires to manufacture the products of yamigo five - phases enzymes pursuant to the orders the consignor | 1,461 |
confidentiality-agreements | exhibit 10. 8 securities purchase agreement by and among ennis, inc., the stockholders of independent printing company, inc., and bradford equities management, l. l. c., as representative of the sellers dated january 27, 2017 this form of agreement shall be kept confidential pursuant to the terms of the confidentiality agreement entered into by the recipient hereof with respect to the subject matter hereof. table of contents page article i certain definitions 1 section 1. 1 certain definitions 1 section 1. 2 interpretation 10 article ii purchase and sale 11 section 2. 1 purchase and sale of shares of common stock 11 section 2. 2 purchase price 11 section 2. 3 closing and deliverables 11 section 2. 4 closing date payment amount 14 section 2. 5 withholding 17 article iii representations and warranties of the sellers relating to the company 18 section 3. 1 organization and qualification 18 section 3. 2 authorization 18 section 3. 3 non - contravention 18 section 3. 4 governmental consents 18 section 3. 5 capitalization ; subsidiaries 19 section 3. 6 financial statements ; undisclosed liabilities 19 section 3. 7 absence of certain developments 20 section 3. 8 compliance with laws ; governmental authorizations ; licenses ; etc. 22 section 3. 9 litigation 22 section 3. 10 taxes 22 section 3. 11 environmental matters 24 section 3. 12 employee matters 25 section 3. 13 employee benefit matters 26 section 3. 14 intellectual property rights 28 section 3. 15 contracts 28 section 3. 16 insurance 30 section 3. 17 real property 30 section 3. 18 related party transactions 31 section 3. 19 brokers 31 section 3. 20 inventory 31 section 3. 21 accounts receivable 31 section 3. 22 customers and suppliers 31 section 3. 23 product warranties and services 31 section 3. 24 banking facilities 32 section 3. 25 no additional representations 32 article iv representations and warranties of the sellers relating to the sellers and the securities of the company 32 section 4. 1 organization ; authorization ; no conflicts 32 section 4. 2 execution ; delivery ; enforceability 33 section 4. 3 filings and approvals 33 section 4. 4 title to the shares 33 section 4. 5 litigation 33 page article i certain definitions 1 article i certain definitions section 1. 1 certain definitions 1 section 1. 1 certain definitions section 1. 2 interpretation 10 section 1. 2 interpretation article ii purchase and sale 11 article ii purchase and sale section 2. 1 purchase and sale of shares of common stock | 1,462 |
confidentiality-agreements | the two sides agree that during party b ’ s employment with party a, intellectual property rights on inventions, ideas, products, computer software, semiconductor chip designs, technical secrets and business secrets that were produced individually or with others under the following circumstances, belong to party a. a. produced as a part of the work duty b. produced with material, business information, etc. provided by party a party b shall organize and record the inventions, ideas, products, computer software, semiconductor chip designs, technical secrets and business secrets described in article 1 in paper format or other forms of media format, and provide verbal clarification to a representative appointed by party a on a timely basis. party b shall provide assistance to party a in signing paper documents, as requested by party a and while party a affords corresponding expenses, as party a seeks any patents, copyrights, and other legal interest on inventions, technical secrets and business secrets, during or after party b ’ s employment with party a. party b commits that while employed at party a or within 2 years of ending the employment at party a ( from the date of end of the employment terms ), that party b shall not publicize or disclose technical or business secrets belonging to party a or belong to whom party a has a non - disclosure obligation with. under all circumstances when party b leaves the employment with party a, party b shall transfer all items on any media format ( such as documents, records, faxes, diskettes, equipment, etc ) containing information on party a ’ s trade secrets owned or monitored by party b, to a designated representative from party a. party b commits that without prior written notice by party a, party b shall not take on any position with other economic organizations or social organization that produces and operations products similar to that of party a during party b ’ s employment with party a and within 2 years of the end of party b ’ s employment with party a. content of the technical and business secrets. a. technical secrets referred to in this agreement shall include, but not limited to, the technological design, engineering design, circuit design, manufacturing know - how, formula of ingredients, manufacturing process, technical standards, computer software, databases, r & d records, technical reports, test reports, lat data, lab results, drawings, sample products, prototypes, models, molds, operational manuals, technical documents, related correspondences, etc. b. business secrets referred to in this agreement shall include | 1,463 |
confidentiality-agreements | exhibit 10. 8 november 23, 2010 george robinson 5555 dtc parkway, suit3 4000 a greenwood village, co 80111 720 # # # - # # # - # # # # re : wildcat mining corporation - general independent contractor services agreement wildcat mining corporation wishes to enter into a general services agreement ( independent contractor ) with george m. l. robinson. this letter outlines our agreement to retain you as an independent contractor, under the following terms. confidentiality wildcat mining corporation and its clients have strict confidentiality policies. george m. l. robinson shall not release any information regarding the work activities conducted on behalf of any of our clients. george m. l. robinson will hold in trust and not reveal to any third party any and all information, including : · the entire work product and results generated from this project, including analytical results, recommendations, and conclusions · · · any and all communications between wildcat mining corporation, greenberg traurig and george m. l. robinson. · · we require that a separate nonsolicitation and confidentiality agreement be signed ( attachment a ) and be incorporated into this agreement by reference. health and safety provisions wildcat mining corporation will reimburse george m. l. robinson for necessary osha and msha training indemnification george m. l. robinson will indemnify and hold harmless wildcat mining corporation, its officials, members, officers, agents, and employees against any and all losses, expenses, demands, claims, damages, costs, and liabilities including ( without limitation ) the costs of legal defense, settlement, and reasonable response or pay out in connection with injuries to persons ( including death ) or damages to property ( including loss of use ) caused by or resulting from george m. l. robinson ’ s negligence, willful misconduct, or violation or breach of this agreement in work performed for wildcat mining corporation. payment wildcat mining corporation will compensate george m. l. robinson on a monthly based salary of ten thousand usd ( 10, 000 ) to be wired to george m. l. robinson ’ s bank account on the first of each month starting december 1, 2010. all federal and state taxes will be george m. l. robinson ’ s responsibility. george m. l. robinson will not be provided any medical or other wildcat mining corporation benefits. independent contractor status george m. l. robinson shall provide services hereunder solely as an independent contractor, and nothing in | 1,464 |
confidentiality-agreements | exhibit 10. 14 business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) business contract / plan. please keep it confidential. author : eastbridge investment group corp only limited for the internal use of authorized parties : author ( should the authorized party does not agree with the obligations of confidentiality, the author should be immediately informed. all versions of the document should be returned and destroyed ) us listing agreement contract no. : 031v2 party a : ( “ party a ” ), foshan jinkuizi technology limited company, and the actual holding companies of party a as requested by party a party c : all the companies controlled and requested to be listed by party a. legal address of party a : no. 383, mingchengzhen chen ’ er road, gaoming district, foshan city, guangdong province, china. tel : ( 86 ) 0757 - 88832662 fax : ( 86 ) 0757 - 88832762 party b : eastbridge investment group corp ( “ party b ” ), a company registered in the us. legal address : 8040e. morgan trail, unit 18, scottsdale, az 85282, usa tel : 480 # # # - # # # - # # # # ; fax : 480 # # # - # # # - # # # # article 1 — listing service whereas, party a asks party b to help to list party c on otcbb ( nasd otcbb ) directly. party a ’ s definition of part c ’ s listing is for part c ’ s shares to be listed directly on nasd otcbb with part b ’ s operation.. article 2 — authority and preconditions 1. party b ’ s authority includes consultations, negotiations involved in the listing, and the handling of relevant formalities ; party b have party c listed in the us in legal | 1,465 |
article_amendment | exhibit 10. 2 benefit street partners realty trust, inc. articles supplementary series a convertible preferred stock benefit street partners realty trust, inc., a maryland corporation ( the “ company ” ), hereby certifies to the state department of assessments and taxation of maryland ( the “ sdat ” ) that : first : the articles of amendment and restatement of the company ( the “ charter ” ) authorize the issuance of 50, 000, 000 shares of preferred stock, $ 0. 01 par value per share ( the “ preferred shares ” ), issuable from time to time in one or more series, and authorize the company ’ s board of directors ( the “ board ” ) to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption of such unissued shares. second : under the authority contained in the charter, the board, in resolutions adopted at a telephonic meeting held on [ l ], 2018, has classified and designated preferred shares of the company as series a convertible preferred stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, which upon any restatement of the charter, shall be deemed to be part of article v of the charter, with any necessary or appropriate changes to the enumeration of sections or subsections hereof. capitalized terms used and not otherwise defined herein have the meanings set forth in the charter. series a convertible preferred stock ( 1 ) designation and number. a series of preferred shares, designated as the “ series a convertible preferred stock ” ( the “ series a preferred shares ” ), is hereby established. the par value of the series a preferred shares is $ 0. 01 per share. the number of series a preferred shares shall be [ ]. ( 2 ) maturity. the series a preferred shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption. ( 3 ) ranking. the series a preferred shares will, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the company ( a “ liquidation event ” ), rank ( a ) senior to shares of the company ’ s common | 1,466 |
article_amendment | exhibit 10. 02 certificate of amendment of articles of incorporation of shotgun energy corporation a nevada corporation the undersigned christopher scheive, president and jaclyn cruz, secretary of shotgun energy corporation does hereby certify that a special meeting of the board of directors held at the offices of the corporation on february 25, 2009, at which a quorum was present, the following resolutions were duly passed : resolved : that the articles of incorporation of shotgun energy corporation shall be amended, subject to shareholder approval, to change the name of shotgun energy corporation to organa gardens international inc. in accordance with section 78. 385 of the nevada revised statute and it is further resolved : a majority of the shareholders on the record of february 15, 2009, approved the aforesaid resolutions in accordance with section 78. 209 of the nevada revised statute. the total number of outstanding shares of common stock entitled to vote with respect to the resolutions was 18, 617, 134 shares and the number of shares voting in favor of the resolution was 10, 662, 662 exceeding the vote required, such required vote being 9, 494, 738 shares. resolved : that the officers of the corporation and each of them is authorized and empowered to arrange for and purchase new stock certificates of the corporation to be issued to shareholders and to represent the common stock of this corporation issuable pursuant to the name change and such share certificates, as determined by the officers, shall be deemed to be the shares of this corporation, and it in further resolved : that the officers of the corporation and each of them is authorized and empowered to do such things and execute such documents as may be necessary in order to effectuate the purpose of the foregoing resolutions. resolved : that the name change shall be effective at the opening of business march 31, 2009, being 6 : 30 a. m. est., unless the financial industry regulatory authority ( finra ), the governing body conducting a review of this amendment, elects to specify an alternate effective date. resolved : the articles of incorporation of shotgun energy corporation are hereby amended as follows : article 1 ( amended ) the name of corporation is organa gardens international inc. i, the undersigned secretary of shotgun energy corporation do hereby certify that the foregoing is a true, complete and accurate copy of resolutions duly adopted by the board of directors of the said corporation at a special meeting held on the aforementioned day, at which a quorum of the directors | 1,468 |
article_amendment | exhibit 4 ( a ) restated articles of incorporation of avista corporation as amended and restated june 6, 2012 restated articles of incorporation of avista corporation know all men by these presents that we have this day voluntarily associated ourselves together for the purpose of forming, and we do hereby form and agree to become a corporation, under and by virtue of the laws of the territory of washington, and for such purpose we do hereby certify : first : that the name of said corporation is avista corporation. second : the objects and purposes for which the corporation is formed are : to acquire, buy, hold, own, sell, lease, exchange, dispose of, finance, deal in, construct, build, equip, improve, use, operate, maintain and work upon : ( a ) any and all kinds of plants and systems for the manufacture, production, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electric energy, natural or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and every kind ; ( a ) ( a ) any and all kinds of plants and systems for the manufacture, production, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electric energy, natural or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and every kind ; any and all kinds of plants and systems for the manufacture, production, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electric energy, natural or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and every kind ; ( b ) any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, any and all kinds of interurban, city and street railways and bus lines for the transportation of passengers and / or freight, transmission lines, systems, appliances, equipment and devices and tracks, stations, buildings and other structures and facilities ; ( b ) ( b ) any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, any and all kinds of interurban, city and street railways and bus lines for the transportation of passengers and / or freight, transmission lines, systems, | 1,469 |
article_amendment | exhibit 3. 1 amended and restated articles of incorporation please refer to the accompanying exhibit 3. 1. it is saved in pdf format. | 1,470 |
article_amendment | articles of incorporation of sterilite solutions corp. know all men by these presents : that the undersigned, being at least eighteen ( 18 ) years of age and acting as the incorporator of the corporation hereby being formed under and pursuant to the laws of the state of nevada, does hereby certify that : article i - name the exact name of this corporation is : sterilite solutions corp. article ii - registered office and resident agent the registered office and place of business in the state of nevada of this corporation shall be located at 9850 s. maryland pkwy, suite 197, las vegas, nv 89183. the resident agent of the corporation is sli, whose address is 9850 s. maryland pkwy, suite 197, las vegas, nv 89183. article iii - duration the corporation shall have perpetual existence. article iv - purposes the purpose, object and nature of the business for which this corporation is organized are : ( a ) to engage in any lawful activity, ( b ) to carry on such business as may be necessary, convenient, or desirable to accomplish the above purposes, and to do all other things incidental thereto which are not forbidden by law or by these articles of incorporation. 1 1 1 article v - powers this corporation is formed pursuant to chapter 78 of the nevada revised statutes. the powers of the corporation shall be those powers granted by 78. 060 and 78. 070 of the nevada revised statutes under which this corporation is formed. in addition, the corporation shall have the following specific powers : ( a ) to elect or appoint officers and agents of the corporation and to fix their compensation ; ( b ) to act as an agent for any individual, association, partnership, corporation or other legal entity ; ( c ) to receive, acquire, hold, exercise rights arising out of the ownership or possession thereof, sell, or otherwise dispose of, shares or other interests in, or obligations of, individuals, association, partnerships, corporations, or governments ; ( d ) to receive, acquire, hold, pledge, transfer, or otherwise dispose of shares of the corporation, but such shares may only be purchased, directly or indirectly, out of earned surplus ; ( e ) to make gifts or contributions for the public welfare or for charitable, scientific or educational purposes. article vi - capital stock section 1. authorized shares. the total number of shares which this corporation is authorized to issue is 100, | 1,471 |
article_amendment | exhibit 10. 1 final draft statuten articles of association der of garmin ltd. garmin ltd. ( garmin ag ) ( garmin ag ) mit sitz in schaffhausen with registered office in schaffhausen statuten articles of association statuten articles of association der of der of garmin ltd. garmin ltd. garmin ltd. garmin ltd. ( garmin ag ) ( garmin ag ) ( garmin ag ) ( garmin ag ) mit sitz in schaffhausen with registered office in schaffhausen mit sitz in schaffhausen with registered office in schaffhausen i. firma, sitz und zweck 4 i. company name, registered office and objects 4 art. 1 firma und sitz 4 art. 1 company name and registered office 4 art. 2 zweck 4 art. 2 objects 4 ii. aktienkapital und aktien 4 ii. share capital and shares 4 art. 3 aktienkapital 4 art. 3 share capital 4 art. 3 a ) sacheinlage 4 art. 3 a ) contribution in kind 4 art. 4 anerkennung der statuten 5 art. 4 recognition of articles of association 5 art. 5 genehmigtes kapital 5 art. 5 authorized capital 5 art. 6 bedingtes aktienkapital 6 art. 6 conditional share capital 6 art. 7 aktienzertifikate 6 art. 7 share certificates 6 art. 8 aktienbuch, eintragungsbeschrankungen, nominees 7 art. 8 share register, restrictions on registration, nominees 7 art. 9 ubertragung 8 art. 9 transfer 8 art. 10 umwandlung und zerlegung von aktien 8 art. 10 conversion and splitting of shares 8 art. 11 bezugsrechte 8 art. 11 subscription rights 8 iii. organisation 9 iii. organization 9 a. die generalversammlung 9 a. the general meeting 9 art. 12 befugnisse 9 art. 12 authority 9 art. 13 recht zur einberufung 9 art. 13 right to call a general meeting 9 art. 14 form der einberufung 10 art. 14 form of the calling of a general meeting 10 art. 15 universalversammlung 10 art. 15 universal meeting 10 art. 16 vorsitz und protokoll 11 art | 1,472 |
article_amendment | exhibit 10. 1 articles of amendment of ampco - pittsburgh corporation in compliance with the requirements of section 1915 of the pennsylvania business corporation law of 1988 ( the “ bcl ” ), the undersigned business corporation, desiring to restate its articles of incorporation in their entirety, hereby states that : 1. the name of the corporation is ampco - pittsburgh corporation. 1. the name of the corporation is ampco - pittsburgh corporation. 2. the address of the corporation ’ s registered office is 726 bell avenue, suite 301, carnegie, allegheny county, pennsylvania 15106. 2. the address of the corporation ’ s registered office is 726 bell avenue, suite 301, carnegie, allegheny county, pennsylvania 15106. 3. the corporation was incorporated under the bcl. 3. the corporation was incorporated under the bcl. 4. the date of its incorporation is january 30, 1929. 4. the date of its incorporation is january 30, 1929. 5. this amendment was adopted by the board of directors pursuant to bcl § 1914 ( c ). 5. this amendment was adopted by the board of directors pursuant to bcl § 1914 ( c ). 6. the articles of incorporation are restated in their entirety as set forth below on exhibit a hereto and such restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. 6. the articles of incorporation are restated in their entirety as set forth below on exhibit a hereto and such restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. 7. this amendment shall be effective upon filing these articles of amendment in the department of state. 7. this amendment shall be effective upon filing these articles of amendment in the department of state. in witness whereof, the undersigned corporation has caused these articles of amendment to be signed by a duly authorized officer this 11th day of august, 2017. th ampco - pittsburgh corporation by : / s / john s. stanik name : john s. stanik title : chief executive officer ampco - pittsburgh corporation by : / s / john s. stanik / s / john s. stanik name : john s. stanik title : chief executive officer exhibit a restated articles of incorporation first : the name of the corporation is ampco - pittsburgh corporation ( the “ corporation ” ). second : the present registered office of the corporation within the commonwealth of pennsylvania | 1,473 |
article_amendment | exhibit 2. 3 form of florida articles of conversion florida department of state division of corporations attached is a form to convert a “ florida limited liability company ” into an “ other business entity ” pursuant to section # # # - # # # - # # # #, florida statutes. this form is basic and may not meet all conversion needs. the advice of an attorney is recommended. pursuant to s. 605. 0102 ( 23 ) a, f. s., entity means : a business corporation, a nonprofit corporation, a general partnership, including a limited liability partnership, including a limited partnership, including a limited liability limited partnership ; a limited liability company ; a real estate investment trust ; or any other domestic or foreign entity that is organized under an organic law. filing fee : $ 25. 00 certified copy ( optional ) : $ 30. 00 certificate of status ( optional ) : $ 5. 00 filing fee : $ 25. 00 filing fee : $ 25. 00 certified copy ( optional ) : $ 30. 00 certified copy ( optional ) : $ 30. 00 certificate of status ( optional ) : $ 5. 00 certificate of status ( optional ) : $ 5. 00 send one check in the total amount payable to the florida department of state. please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. mailing address street address registration section registration section division of corporations division of corporations p. o. box 6327 clifton building tallahassee, fl 32314 2661 executive center circle tallahassee, fl 32301 mailing address street address mailing address street address registration section registration section registration section registration section division of corporations division of corporations division of corporations division of corporations p. o. box 6327 clifton building p. o. box 6327 clifton building tallahassee, fl 32314 2661 executive center circle tallahassee, fl 32301 tallahassee, fl 32314 2661 executive center circle tallahassee, fl 32301 for further information, you may contact the registration section at # # # - # # # - # # # #. important notice : as a condition of conversion, pursuant to s # # # - # # # - # # # # ( 10 ), f. s., each party to the conversion must be active and current through december 31 of the calendar year this document is being submitted to the department of state for filing. cover letter to : | 1,474 |
article_amendment | exhibit 10. 1 company no. 5505187 the companies act 1985 private company limited by shares articles of association of priceline. com international limited ( adopted by written resolution passed on 14 july 2005 ) baker & mckenzie llp london ref : dxa 1 1. preliminary 1. 1 these articles constitute the articles of the company. table a is excluded for the purposes of section 8 ( 2 ) of the act. 2. interpretation 2. 1 in these articles : 2. 2 the following words and expressions have the following meanings : “ 2006 series b exercise period ” means the period beginning on the third business day after the directors have served the 2006 series b valuation report on each b ordinary shareholder and ending on the tenth business day after such date of service ; “ 2006 series c exercise period ” means the period beginning on the third business day after the directors have served the 2006 series c valuation report on each c ordinary shareholder and ending on the tenth business day after such date of service ; “ 2006 series b valuation report ” means the valuation report prepared by the directors in accordance with article 13. 4 below which sets out the option price for any shares subject to an exercise notice during the 2006 series b exercise period ; “ 2006 series c valuation report ” means the valuation report prepared by the directors in accordance with article 13. 4 below which sets out the option price for any shares subject to an exercise notice during the 2006 series c exercise period ; “ 2007 series b exercise period ” means the period beginning on the third business day after the directors have served the 2007 series b valuation report on each b ordinary shareholder and ending on the tenth business day after such date of service ; “ 2007 series c exercise period ” means the period beginning on the third business day after the directors have served the 2007 series c valuation report on each c ordinary shareholder and ending on the tenth business day after such date of service ; “ 2007 series b valuation report ” means the valuation report prepared by the directors in accordance with article 13. 4 below which sets out the option price for any shares subject to an exercise notice during the 2007 series b exercise period ; “ 2007 series c valuation report ” means the valuation report prepared by the directors in accordance with article 13. 4 below which sets out the option price for any shares subject to an exercise notice during the 2007 series c exercise period ; “ 2008 series b exercise period ” means the period beginning on the third business day after the directors have served the 2008 series b valuation report on each b ordinary | 1,475 |
article_amendment | exhibit 10. 5 the fifth third bancorp master profit sharing plan as amended and restated effective as of september 20, 2010 the fifth third bancorp master profit sharing plan as amended and restated effective as of september 20, 2010 table of contents articles 1. introduction and purpose 2. definitions 3. eligibility and participation 4. contributions and their allocation 5. limitations on annual additions 6. vesting and forfeitures 7. investment of accounts 8. withdrawals and distributions 9. form of payment to participants 10. death benefits 11. administration 12. amendment and termination 13. top - heavy rules 14. miscellaneous 1. introduction and purpose 2. definitions 3. eligibility and participation 4. contributions and their allocation 5. limitations on annual additions 6. vesting and forfeitures 7. investment of accounts 8. withdrawals and distributions 9. form of payment to participants 10. death benefits 11. administration 12. amendment and termination 13. top - heavy rules 14. miscellaneous article 1 introduction and purpose 1. 1 amendment and restatement. fifth third bank hereby amends and restates the fifth third bancorp master profit sharing plan in its entirety, effective as of september 20, 2010 ; provided however, such other effective dates as are specified in the plan for other particular provisions shall be applicable. 1. 2 purposes of the plan. the purposes of the plan are to provide retirement and other benefits for participants and their respective beneficiaries. except as otherwise provided by section 4. 8, the assets of the plan shall be held for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the plan, and it shall be impossible for any part of the assets or income of the plan to be used for, or diverted to, purposes other than such exclusive purposes. in accordance with section 401 ( a ) ( 27 ) of the code, the plan is hereby designated as a profit sharing plan except with respect to the fifth third stock fund ( as described in section 7. 3 ), which shall constitute a stock bonus plan and an employee stock ownership plan as defined in section 4975 ( e ) ( 7 ) of the code, designed to invest primarily in qualifying employer securities. 1 - 1 article 2 definitions as used in the plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context : 2. 1 “ account ” means, with respect to a participant, his | 1,476 |
article_amendment | exhibit 2. 2 copenhagen • october 2019 final version - 10 october 2019 amendment no. 1 to share sale and purchase agreement concerning mobile industrial robots a / s cvr no. 35 25 12 35 kobenhavn aarhus shanghai langelinie alle 35 vaerkmestergade 2 suite 2h08 t + 45 72 27 00 00 advokatpartnerselskab 2100 kebenhavn ø 8000 aarhus c n0. 1440 yan ’ an middle road f + 45 72 27 00 27 cvr - nr. 38538071 danmark danmark jing ’ an district, 200040 e * * * @ * * * www. bechbruun. com exhibit 2. 2 copenhagen • october 2019 final version - 10 october 2019 copenhagen • october 2019 copenhagen • october 2019 final version - 10 october 2019 amendment no. 1 to share sale and purchase agreement concerning mobile industrial robots a / s cvr no. 35 25 12 35 amendment no. 1 to share sale and purchase agreement amendment no. 1 to share sale and purchase agreement concerning mobile industrial robots a / s cvr no. 35 25 12 35 concerning mobile industrial robots a / s cvr no. 35 25 12 35 kobenhavn aarhus shanghai langelinie alle 35 vaerkmestergade 2 suite 2h08 t + 45 72 27 00 00 advokatpartnerselskab 2100 kebenhavn ø 8000 aarhus c n0. 1440 yan ’ an middle road f + 45 72 27 00 27 cvr - nr. 38538071 danmark danmark jing ’ an district, 200040 e * * * @ * * * www. bechbruun. com kobenhavn aarhus shanghai langelinie alle 35 vaerkmestergade 2 suite 2h08 t + 45 72 27 00 00 advokatpartnerselskab 2100 kebenhavn ø 8000 aarhus c n0. 1440 yan ’ an middle road f + 45 72 27 00 27 cvr - nr. 38538071 danmark danmark jing ’ an district, 200040 e * * * @ * * * www. bechbruun. com 2 / 5 whereas, the parties entered into a share sale and purchase agreement dated 25 april 2018 concerning the sale and purchase of 100 % of the issues and outstanding shares in mobile industrial robots a / s. | 1,477 |
article_amendment | exhibit 10. 3 company no. : 160089 fifth amended and restated memorandum1 1 and second amended and restated articles of association2 2 of sogou inc. 1 ( amended and restated by special resolution dated september 16, 2013 ) 1 2 ( amended and restated by special resolution dated september 16, 2013 ) 2 incorporated on the 23rd day of december, 2005 incorporated in the cayman islands the companies law ( revised ) exempt company limited by shares fifth amended and restated memorandum of association of sogou inc. ( adopted by a special resolution passed on september 16, 2013 ) 1. the name of the company is sogou inc. ( the “ company ” ). 2. the registered office of the company shall be at the offices of offshore incorporations ( cayman ) limited, floor 4, willow house, cricket square, p. o. box 2804, grand cayman ky1 - 1112, cayman islands, or at such other place as the directors may from time to time decide. 3. subject to the following provisions of this fifth amended and restated memorandum of association ( as from time to time amended, this “ memorandum ” ), the objects for which the company is established are unrestricted and shall include, but without limitation : ( a ) to carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations. ( b ) to carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services. ( c ) to exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the company is interested upon such terms as may be thought fit. ( d ) to purchase or otherwise acquire, to sell | 1,478 |
article_amendment | exhibit 4. 2 schedule a to articles of amendment of bionik laboratories inc. ( the “ corporation ” ) the articles of the corporation are amended as follows : 1. to create an unlimited number of shares of a class designated as class 1 common shares ; 1. to create an unlimited number of shares of a class designated as class 1 common shares ; 1. to create an unlimited number of shares of a class designated as class 1 common shares ; 2. to create an unlimited number of shares of a class designated as exchangeable shares ; 2. to create an unlimited number of shares of a class designated as exchangeable shares ; 2. to create an unlimited number of shares of a class designated as exchangeable shares ; 3. to change the 15, 894, 412 issued and outstanding common shares of the corporation on a 1 for 3. 14576 basis into 50, 000, 000 issued and outstanding exchangeable shares of the corporation ; 3. to change the 15, 894, 412 issued and outstanding common shares of the corporation on a 1 for 3. 14576 basis into 50, 000, 000 issued and outstanding exchangeable shares of the corporation ; 3. to change the 15, 894, 412 issued and outstanding common shares of the corporation on a 1 for 3. 14576 basis into 50, 000, 000 issued and outstanding exchangeable shares of the corporation ; 4. to provide that, after the exchange, 50, 000, 000 exchangeable shares in the capital of the corporation in the aggregate will be issued and outstanding ; 4. to provide that, after the exchange, 50, 000, 000 exchangeable shares in the capital of the corporation in the aggregate will be issued and outstanding ; 4. to provide that, after the exchange, 50, 000, 000 exchangeable shares in the capital of the corporation in the aggregate will be issued and outstanding ; 5. to remove from the authorized capital of the corporation the class of shares designated as common shares, no shares of which shall be issued and outstanding as a result of the exchange referred to in paragraph 3 above ; 5. to remove from the authorized capital of the corporation the class of shares designated as common shares, no shares of which shall be issued and outstanding as a result of the exchange referred to in paragraph 3 above ; 5. to remove from the authorized capital of the corporation the class of shares designated as common shares, no shares of which shall be issued and outstanding as a result of the exchange referred to | 1,479 |
article_amendment | exhibit 10. 17articles of association of beijing shougang langze technology co., ltdchapter 1 generalarticle 1. these articles of association are formulated in accordance with the relevant provisions of the company law of the people ‘ s republic of china ( hereinafter referred to as the “ company law “ ), the securities law of the people ‘ s republic of china and other laws and regulations in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and regulate the organization and conduct of the company. article 2. a company is a limited company established in accordance with the company law and other relevant provisions. the company is a company founded by all shareholders of beijing shougang langze new energy technology co., ltd., and the company established by the overall change on the day of the month of 2021, registered in the shijing mountain area of beijing, obtained a business license, and unified social credit code is [ * * * ]. article 3. company name : beijing shougang langze technology co., ltdenglish name : beijing shougang lanzatech technology co., ltd. article 4. company residence : room 1601 - 6 of the 1st floor of 1st house, 1st yard, tianshunzhuang north road, shijing mountain, beijing, zip code : 100043. article 5. the registered capital of a company shall be [ * * * ]. article 6. the company shall be a company limited by shares that survives forever. article 7. the chairman of the board of directors shall be the legal representative exhibit 10. 17articles of association of beijing shougang langze technology co., ltdchapter 1 generalarticle 1. these articles of association are formulated in accordance with the relevant provisions of the company law of the people ‘ s republic of china ( hereinafter referred to as the “ company law “ ), the securities law of the people ‘ s republic of china and other laws and regulations in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and regulate the organization and conduct of the company. article 2. a company is a limited company established in accordance with the company law and other relevant provisions. the company is a company founded by all shareholders of beijing shougang langze new energy technology co., ltd., and the company established by the overall change on the day of the month of 2021, registered | 1,480 |
article_amendment | exhibit 2. 1 execution version agreement and plan of merger dated as of may 17, 2011 agreement and plan of merger dated as of may 17, 2011 by and among shire pharmaceuticals inc. ( “ parent ” ), shire pharmaceuticals inc. ( “ parent ” ), abh merger sub inc. ( “ merger sub ” ), advanced biohealing, inc. ( the “ company ” ), advanced biohealing, inc. ( the “ company ” ), solely for the purposes of section 2. 7 and articles iii, ix and x, canaan vii l. p. solely for the purposes of section 2. 7 and articles iii, ix and x, canaan vii l. p. ( the “ equityholders ’ representative ” ) and, solely for the purposes of section 10. 17, shire plc solely for the purposes of section 10. 17, shire plc ( “ buyer parent ” ) table of contents page article i. definitions 1 section 1. 1 certain definitions 1 section 1. 2 certain additional definitions 12 section 1. 3 determination of pro rata amounts hereunder 14 article ii. the merger 15 section 2. 1 the merger 15 section 2. 2 effects of the merger 15 section 2. 3 closing 15 section 2. 4 effective time 15 section 2. 5 certificate of incorporation and bylaws ; directors and officers 15 section 2. 6 conversion of securities ; treatment of company options and warrants 16 section 2. 7 total cash equity price adjustments 18 section 2. 8 payment of company transaction expenses ; pro - rata bonuses 21 section 2. 9 calculations and iterative process 21 article iii. exchange of company certificates 22 section 3. 1 exchange of company certificates 22 section 3. 2 appraisal rights 24 section 3. 3 escrow 24 section 3. 4 no further ownership rights in shares of company capital stock ; closing of company transfer books 24 article iv. representations and warranties of the company 25 section 4. 1 authority 25 section 4. 2 organization ; subsidiaries 26 section 4. 3 capitalization 26 section 4. 4 conflicts 27 section 4. 5 consents, approvals, etc 27 section 4. 6 financial statements ; sec filings 28 section 4. 7 undisclosed liabilities 28 section 4. 8 certain changes or events 28 section 4. 9 tax matters 28 section 4. 10 litigation and governmental orders 30 section 4. 11 compliance with laws 30 section 4. 12 permits 30 section 4. 13 regulatory matters 30 section 4. 14 tangible property | 1,481 |
article_amendment | exhibit 10. 6 articles of agreement between petroleum helicopters, inc. & office & professional employees international union and its local 108 effective june 1, 2001 through may 31, 2004 revision 7. 12. 01 exhibit 10. 6 articles of agreement between petroleum helicopters, inc. & office & professional employees international union and its local 108 effective june 1, 2001 through may 31, 2004 revision 7. 12. 01 table of contents page preamble 1 article 1. purpose of agreement 2 article 2. recognition 3 article 3. pilot status 4 article 4. nondiscrimination 5 article 5. seniority 6 article 6. seniority list 7 article 7. reductions in work force 8 article 8. categories of aircraft 10 article 9. job posting & bidding 11 article 10. schedules of service 14 article 11. leaves of absence 15 article 12. paid days off and banked days 18 article 13. on the job injury / workers ’ compensation 22 article 14. bereavement leave 24 article 15. jury duty 25 article 16. fees and physical examinations 26 article 17. training 27 article 18. facilities, equipment and uniforms 31 article 19. severance pay 34 article 20. moving expense 35 article 21. base pay 37 article 22. pilot bonuses 40 article 23. other bonuses 41 article 24. workover 42 article 25. travel pay 45 article 26. per diem 46 article 27. insurance benefits 47 article 28. 401 ( k ) plan 48 article 29. general & miscellaneous 49 article 30. safety / accident prevention 51 article 31. sexual and workplace harassment policy 52 article 32. environmental compliance 53 article 33. no strike, no lockout 54 article 34. management rights 55 article 35. discipline and discharge 56 article 36. grievance procedure 57 article 37. system board of adjustment 59 article 38. union representation 61 article 39. union bulletin boards & communications 63 article 40. union membership, dues, agency fees & checkoff 64 article 41. savings clause 66 article 42. duration 67 table of contents page preamble 1 article 1. purpose of agreement 2 article 2. recognition 3 article 3. pilot status 4 article 4. nondiscrimination 5 article 5. seniority 6 article 6. seniority list 7 article 7. reductions in work force 8 article 8. categories of aircraft 10 article 9. job posting & bidding 11 article 10. schedules of service 14 article 11. leaves of absence 15 article 12. paid days off and banked days 18 article 13 | 1,482 |
article_amendment | exhibit 10. 1 accenture sca societe en commandite par actions partnership limited by shares siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 exhibit 10. 1 accenture sca societe en commandite par actions partnership limited by shares siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 accenture sca societe en commandite par actions partnership limited by shares siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 societe en commandite par actions partnership limited by shares siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 partnership limited by shares siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 siege social : 46a, avenue j - f kennedy l - 1855 luxembourg registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 registre de commerce luxembourg n° b 79 874 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 statuts coordonnes a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 a la date du 28 juin 2005 consolidated updated articles of association as at 28 june 2005 consolidated updated articles of association as at 28 june 2005 as at 28 june 2005 articles of association english version article 1 – form there exists among accenture ltd, a company limited by shares organised under the laws of bermuda, being the general partner ( gerant commandite ) ( the “ general | 1,483 |
article_amendment | ( a ) " act " means the canada business corporations act ; ( b ) " affiliate " means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. for the purposes of this definition, " control " when used with respect to any person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of person, whether through the ownership of voting securities, by contract, or otherwise ; ( c ) " beneficial ownership exchange cap " has the meaning given to that term in the terms of the preferred shares ; ( d ) " common shareholders " means the holders from time to time of common shares ; ( e ) " common shares " means the common shares in the capital of the corporation ; ( f ) " holders " means the investors and their affiliates ; ( g ) " investors " means collectively, oaktree organics, l. p. and oaktree huntington investment fund ii, l. p. ; ( h ) " issuer " means sunopta foods, inc., a corporation existing under the laws of the state of delaware ; ( i ) " person " includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a governmental entity or other entity, whether or not having legal status ; ( j ) " preferred shares " means shares of series a preferred stock issued by the issuer and beneficially owned or controlled by the holders ; ( k ) " redemption amount " means the sum of us $ 0. 00001 per special voting share ; ( l ) " shareholder approval " means the approval of the common shareholders at a meeting to remove the beneficial ownership exchange cap and the voting cap and to waive the application of the shareholder rights plan to the acquisition by the holders of beneficial ownership of the special voting shares and those common shares which are issuable or deliverable to the holders upon exchange of the preferred shares ; ( m ) " shareholder rights plan " means the amended and restated shareholder rights plan agreement dated as of november 10, 2015 between the corporation and american stock transfer and trust company, llc, as rights agent, as the same may | 1,484 |
article_amendment | exhibit 2. 1 an barbara k. cegavske secretary of state 202 north carson street carson city, nevada 89701 - 4201 ( 775 ) 684 - 5708 filed in the office of document number website : www. nvsos. gov - 90 filing date and time barbara k. cegayske secretary of state / 05 / 2017 12 : 10 pm state of nevada entity number articles of exchange e0212492011 - 0 ( pursuant to nrs 92a. 200 ) page 1 use black ink only - do not highlight above space is for office use only articles of exchange ( pursuant to nrs chapter 92a - excluding 92a. 200 ( 4b ) ) ) name and jurisdiction of organization of each constituent entity ( nrs 92a. 200 ) : if there are more than two constituent entities, please check box and attach an 112 " x 11 " blank sheet listing the entities continued from article one. mtix, ltd. name of acquired entity england corporation jurisdiction entity type * and, avalanche international corporation name of acquiring entity! nevada j corporation jurisdiction entity type * ) the undersigned declares that a plan of exchange has been adopted by each constituent entity ( nrs 92a. 200 ). * corporation, non - profit corporation, limited partnership, limited - liability limited partnership, limited - liability company or business trust. filing fee : $ 350. 00 nevada secretary of state 92a exchange page 1 this form must be accompanied by appropriate fees. revised : - s - 15 barbara k. cegavske secretary of state 202 north carson street carson city, nevada 89701 - 4201 ( 775 ) 684 - 5708 website : www. nvsos. gov articles of exchange ( pursuant to nrs 92a. 200 ) page 2 use black ink only - do not highlight above space is for office use only ) owner's approval ( nrs 92a. 200 ) ( options a, b or c must be used for each entity ) : if there are more than two constituent entities, please check box and attach an 8 1 / 2 " x 11 " blank sheet listing the entities continued from article three. ( a ) owner's approval was not required from name of acquired entity, if applicable and, or ; [ avalanche international corporation name of acquiring entity, if applicable ( b ) the plan was approved by the required consent of the owners of * ivitix, ltd. name of | 1,485 |
article_amendment | items to be included in this report section 5 corporate governance and management item 5. 03 amendments to articles of incorporation or bylaws ; change in fiscal year at the regularly scheduled meeting of the board of directors of the company held on december 15, 2005, the company ’ s bylaws were amended to add an attendance requirement for directors to provide a maximum age for service as directors and to provide for the position of director emeritus. article iii of the bylaws is amended to add new sections 15 and 16 to read, in their entireties, as follows : section 15. director attendance. all members of the board of directors shall attend at least 75 percent of the meetings of the board of directors and committees of which a director is a member, unless extenuating circumstances are deemed by the remaining directors as just cause for absences from attendance, in which event such absences shall not be counted in calculating the attendance requirement. should a director attend less than 75 percent of the meetings of the board of directors during any given year, the board of directors may withhold future nominations of that person, may change the status of that person to director emeritus ( if the person otherwise qualifies ), may withhold retainers or fees due to such directors or may take any other action deemed by the board of directors as necessary or advisable. section 16. director emeritus. upon reaching age 75, a director shall no longer be eligible to serve as director but may be appointed to an emeritus status. a director emeritus is not a voting member of the board of directors and does not have duties, responsibilities or the powers of an active director. directors emeriti are not counted as members of the board of directors for purposes of determining a quorum. directors emeriti may, with the consent of the board, enjoy the contacts and privileges of being closely associated with the board of directors, sitting in on all deliberations and being given the opportunity to voice their opinion, all without having any obligation to attend any meetings and without having any obligations of assuming any responsibility for the actions of the board. directors emeriti may receive an annual compensation with said amount to be determined, on an individual basis, by the board, based upon the director emeritus ’ contribution to the bank. in the event that a director of the corporation has served for 15 years as such but has not attained the age of 75, such director may, upon application to the board of directors, voluntarily move to emeritus | 1,486 |
article_amendment | name address david p. taylor 9950 claymore drive dallas, texas 75243 james p. o ’ reilly 34 golden boulevard st. catherines, ontario, canada l2n 7m9 forunato villamagna 3770 howard hughes parkway suite 300 las vegas, nevada 89109 david n. keys 3770 howard hughes parkway suite 300 las vegas, nevada 89109 bradley s. knippa, organizer | 1,487 |
article_amendment | specialty contractors, inc. articles of incorporation ( con ’ t ) article 3 ( expanded ) common stock : the amount of the total authorized capital stock of this corporation is fifty million ( 50, 000, 000 ) shares with a par value of $ 0. 001 each, amounting to fifty thousand dollars ( $ 50, 000. 00 ). preferred stock : the amount of the total authorized capital stock of this corporation is twenty million ( 20, 000, 000 ) shares with a par value of $ 0. 001 each, amounting to twenty thousand dollars ( $ 20, 000. 00 ), with the board of directors having authority to attach such terms as they deem fit. article 8 elimination or limitation of liability of directors no director shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director : provided, however, that nothing contained herein shall eliminate or limit the liability of a director ( i ) for any breach of the director's duty of loyalty to the corporation or its stockholders, ( ii ) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, ( iii ) for any transaction from which the director derived an improper personal benefit, or ( iv ) for any act or omission occurring prior to their directorship. article 9 indemnification of directors and officers the corporation shall indemnify the directors and officers of the corporation, and of any subsidiary of the corporation, to the full extent provided by the laws of the state of nevada. expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. in addition, the corporation may advance expenses of such nature on any other terms and / or in any other manner authorized by law. | 1,488 |
article_amendment | exhibit 10. 2 articles of association of hengyang valin mpm steel tube co., ltd. august 15, 2006 table of contents 1 definitions 2 2 general provisions 6 3 purposes, scope of business and scale of production of the company 7 4 total amount of investment and registered capital 9 5 non - encumbrance 10 6 board of directors 10 7 management organization 19 8 anti - corruption 24 9 labor management 25 10 trade union 26 11 annual operating plans and budgets 26 12 taxation, three funds and profit distribution 27 13 financial affairs and accounting 28 14 bank accounts and foreign exchange 30 15 duration and early termination 30 16 liquidation and dissolution 31 17 insurance 33 18 miscellaneous 33 schedule 1 the authority of the director of quality assurance and the director of international marketing schedule 2 qualification requirements for the candidates of cfo table of contents 1 definitions 2 2 general provisions 6 3 purposes, scope of business and scale of production of the company 7 4 total amount of investment and registered capital 9 5 non - encumbrance 10 6 board of directors 10 7 management organization 19 8 anti - corruption 24 9 labor management 25 10 trade union 26 11 annual operating plans and budgets 26 12 taxation, three funds and profit distribution 27 13 financial affairs and accounting 28 14 bank accounts and foreign exchange 30 15 duration and early termination 30 16 liquidation and dissolution 31 17 insurance 33 18 miscellaneous 33 1 definitions 2 1 1 definitions definitions 2 2 2 general provisions 6 2 2 general provisions general provisions 6 6 3 purposes, scope of business and scale of production of the company 7 3 3 purposes, scope of business and scale of production of the company purposes, scope of business and scale of production of the company 7 7 4 total amount of investment and registered capital 9 4 4 total amount of investment and registered capital total amount of investment and registered capital 9 9 5 non - encumbrance 10 5 5 non - encumbrance non - encumbrance 10 10 6 board of directors 10 6 6 board of directors board of directors 10 10 7 management organization 19 7 7 management organization management organization 19 19 8 anti - corruption 24 8 8 anti - corruption anti - corruption 24 24 9 labor management 25 9 9 labor management labor management 25 25 10 trade union 26 10 10 trade union trade union 26 26 11 annual operating plans and budgets 26 11 11 annual operating plans and budgets annual operating plans and budgets 26 26 12 taxation, three funds and profit distribution 27 12 12 taxation, three funds and profit distribution taxation, three funds and profit distribution 27 27 | 1,489 |
article_amendment | exhibit 4. 1 amended and restated articles of organization of rural hospital acquisition, l. l. c. rural hospital acquisition, l. l. c., an oklahoma limited liability company ( the “ company ” ) formed pursuant to the provisions of the oklahoma limited liability company act, okla. stat. tit. 18, § 2000 et seq. ( the “ act ” ), on april 24, 2007 by filing its original articles of organization, desiring to amend and restate its original articles of organization, does hereby execute the following amended and restated articles of organization for the company : i. amended articles. the original articles of organization of the company are amended as follows : a. article v is hereby deleted in its entirety and replaced with the following : “ the equity ownership of the company will be expressed in term of number of units of the company ( “ units ” ) held by an individual or entity. the units will be of two classes, voting units and non - voting units, with differing rights as provided in the amended and restated operating agreement of the company, dated october 30, 2007 ( the “ operating agreement ” ). the authorization or issuance of any new units will require approval by holders of seventy - five percent ( 75 % ) of the outstanding voting units of the company by vote, written consent, or other method approved in the operating agreement. ” b. the following article vi is hereby added : “ except and to the extent otherwise provided in the operating agreement, the company is to be manager - managed by a board of managers ( the “ managers ” ). except and to the extent otherwise provided in the operating agreement, the board of managers will consist of : two managers appointed by surgical center acquisition holdings, inc. ( “ scah ” ) or its permitted successors under the operating agreement, two managers appointed by carol schuster or her permitted successors under the operating agreement, and a fifth director mutually agreed upon by scah or its permitted successors under the operating agreement, on the one hand, and carol schuster or her permitted successors under the operating agreement, on the other. the managers will have all authority conferred or set forth in the act and the operating agreement, provided, however, that the following actions shall require the approval of 80 % of the managers : 1. divesting and / or selling any assets greater than $ 25, 000 in value ; 2. hiring and / or terminating any company executives ; 3. selling | 1,490 |
article_amendment | exhibit 10q * confidential treatment requested this text is a free translation from the french language and is supplied solely for information purposes. only the original version in the french language has legal force. sanofi pharma bristol - myers squibb general partnership with a capital of euro 50. 000 head office : 54 la boetie street 75008 paris france trade and companies register of paris 408 017 929 articles of association january 1, 2013 * confidential treatment requested. confidential portion has been filed separately with the securities and exchange commission table of contents article 1 form of organization 5 article 2 company name 5 article 3 company purpose 5 article 4 head office 6 article 5 duration 6 article 6 definitions article 6. 1 defined terms 6 article 6. 2 additional defined terms 7 article 7 contributions - shareholdings article 7. 1 initial contributions to the share capital 7 article 7. 2 shareholdings ; share capital 7 article 7. 3 share capital increase 8 article 7. 4 share capital decrease 8 article 1 form of organization article 2 company name article 3 company purpose article 4 head office article 5 duration article 6 definitions article 6. 1 article 6. 2 article 7 contributions - shareholdings article 7. 1 article 7. 2 article 7. 3 article 7. 4 * confidential treatment requested. confidential portion has been filed separately with the securities and exchange commission 2 article 8 representation of shares – indivisibility – rights andobligations of the partners article 8. 1 representation of shares 8 article 8. 2 indivisibility of shares 8 article 8. 3 rights and obligations of the partners 8 article 9 distribution to partners 8 article 10 accounting – statutory auditors – corporate financial statements – approval of annual accounts article 10. 1 books and records 8 article 10. 2 place and right of inspection 9 article 10. 3 fiscal year 9 article 10. 4 statutory auditor 9 article 10. 5 financial statements 9 article 10. 6 bank accounts 9 article 11 company management 9 article 12 decisions of partners article 12. 1 general assembly and written consultation 10 article 12. 2 majority 10 article 12. 3 unanimity 10 article 12. 4 convening of the general assembly 11 article 12. 5 written consultation 11 article 13 transfer of shares article 13. 1 absence of transfer 11 article 13. 2 new partners 11 article 13. 3 effective date of transfer 12 article 8 representation of shares – indivisibility – rights andobligations of the partners article 8. 1 article 8. 2 | 1,491 |
article_amendment | vystar corporation 8 - k exhibit 2. 1 | 1,492 |
article_amendment | exhibit 10. 135. 1 certain confidential information in this exhibit 10. 135. 1 was omitted and filed separately with the securities and exchange commission with a request for confidential treatment by inter parfums, inc. commercial lease subject to the articles l 145. 1 through l 145. 60 of the new commercial law and to the decree of september 30, 1953 by and between the undersigned real estate company at 4 / 6 rond - point des champs elysees, represented by dauchez property administrators, inc. the headquarters of which is located at 132 haussman boulevard, 75008, paris, holder of business license no. g 989, insured by the insurance corporation, socamab assurances, which is represented by mr. jean - claude saunier. hereinafter " the lessor ", party of the first part, and the inter parfums company, a corporation with capital of 40. 171. 620. 00 euros, the headquarters of which are located at 4 / 6 rond - point des champs elysees, 75008 paris, registered under the commerce and companies registry of paris under the number b 350 219 382, and represented for the purposes of these presents by its delegate general director, mr. philippe santi hereinafter " the lessee ", party of the second part, 1 1 1 special conditions which hereby agree to the following : the lessor, gives to rent to the lessee, who accepts, the locations indicated hereafter belonging to a building located at 4 / 6 rond point des champs elysees – paris 75008. 1. designation within a building located at 4 / 6 rond point des champs elysees 75008 paris : a commercial locale for office use, located on the 2nd floor with a surface area of 544 m2 square meters approximately, as the aforementioned locales are shown in the attached plan. furthermore, as far as the extra space which these places offer, it shall be understood, the aforementioned property is leased as seen / " as is ", with no exceptions nor reserve and without it being necessary to make of it here a fuller designation, the lessee does hereby state he has seen them and visited the at his leisure and of which he shall have a detailed accounting drawn up, by the lessee ’ s architect, including all costs which shall be at the expense of the lessee, within one month | 1,493 |
article_amendment | this notice of articles was issued by the registrar july 1, 12 : 01 am pacific time incorporation number bc0698743 recognition date and time : july 1, 2004 12 : 01 am pacific time as a result of an amalgamation records office information director information director information last name, first name middle name : scott, e. duff mailing address : delivery address : 8 sunnydene crescent 8 sunnydene crescent toronto on m4n 3j6 toronto on m4n 3j6 last name, first name middle name : crossgrove, peter a. mailing address : delivery address : 30 adelaide street east 30 adelaide street east suite 1600 suite 1600 toronto on m5c 3h1 toronto on m5c 3h1 last name, first name middle name : clarke, c. boyd mailing address : delivery address : 102 witmer road 102 witmer road horsham pa 19044 horsham pa 19044 united states united states pre - existing company provisions the pre - existing company provisions apply to this company. 1. 500, 000, 000 2. 5, 000, 000 1 ) 500, 000 2 ) 500, 000 3 ) 500, 000 4 ) 500, 000 | 1,494 |
article_amendment | exhibit 10. 15 the associated general contractors of america standard form of design - build agreement and general conditions between owner and contractor table of articles 1. agreement 2. general provisions 3. contractor ’ s responsibilities 4. owner ’ s responsibilities 5. subcontracts 6. contract time 7. contract price 8. changes in the work 9. payment 10. indemnity, limitation of liability, insurance and waiver of subrogation 11. termination of the agreement and owner ’ s right to perform contractor ’ s responsibilities 12. dispute resolution 13. miscellaneous provisions 14. existing contract documents 15. other contingencies 1. 1. agreement agreement 2. 2. general provisions general provisions 3. 3. contractor ’ s responsibilities contractor ’ s responsibilities 4. 4. owner ’ s responsibilities owner ’ s responsibilities 5. 5. subcontracts subcontracts 6. 6. contract time contract time 7. 7. contract price contract price 8. 8. changes in the work changes in the work 9. 9. payment payment 10. 10. indemnity, limitation of liability, insurance and waiver of subrogation indemnity, limitation of liability, insurance and waiver of subrogation 11. 11. termination of the agreement and owner ’ s right to perform contractor ’ s responsibilities termination of the agreement and owner ’ s right to perform contractor ’ s responsibilities 12. 12. dispute resolution dispute resolution 13. 13. miscellaneous provisions miscellaneous provisions 14. 14. existing contract documents existing contract documents 15. 15. other contingencies other contingencies this agreement has important legal and insurance consequences. consultation with an attorney and insurance consultant is encouraged with respect to its completion or modification. standard form of design - build agreement and general conditions between owner and contractor article 1 agreement this agreement is made this day of may in the year 2008, by and between the owner blackhawk biofuels, llc ( name and address ) 22 south chicago street freeport, il 61032 and the contractor reg construction & technology group, llc ( name and address ) 416 s bell avenue, po box 888 ames, ia 50010 for services in connection with the following ( the “ project ” ) : project upgrades to existing 45 million gallon / year biodiesel plant located in danville, illinois. notice to the parties shall be given at the above addresses. article 2 general provisions 2. 1 team relationship. the owner and the contractor agree to proceed with the project on the basis | 1,495 |
article_amendment | exhibit 10. 7 articles of association for the members of club article 1 name china golf club ( hereinafter the “ club ” ) article 2 principle the principle of the club is to establish an elegant recreation center through the construction of barren hills and barren sands. the establishment of this club will provide convenience for its members ’ business activities, recreation activities and golf sports. furthermore, the activities in this club will promote the development of chinese golf sports. article 3 operation & management 1. this club is owned and managed by goodintend holdings ltd. ( the “ company ” ), which is an auxiliary entity of the company opening to specific members. the club includes following facilities : international championship golf course with 18 holes or more, golf driving range and related facilities, clubhouse, other club related equipments and members ’ dwelling places. 2. this club is specialized for our members, which adopts the enclosed type of management. all club facilities are only available to the members, members ’ relatives, companions invited by the member, limited places for guests booked by member in advance and guests invited by the company. 3. the board of directors of goodintend holdings ltd. ( the “ board ” ) is the highest authority of the club, has full powers and rights to operate and manage the club and is responsible to decide all important matters of the club, including without limitation, the constitution, amendment, cancellation or addition of the articles of association, the regulation, policy and other rules of the club ; the confirmation and adjustment on the standard and payment method of the admission fee, annual fee, fee for the change of the registered member, fee for the transfer of the membership and other fee or charge of the club ; the type of membership, the modification and adjustment of the interests and obligations of the members. 4. the club adopts the management system under which the general manager, under the board of directors ’ leadership, is responsible for the club ’ s daily management. the deputy general manager is reporting to the general manger and assists the work of general manager. 5. the management of the club is governed by the laws and regulations of china. 6. provided that the location or facilities of the club are seriously damaged in all or in part due to the amendment of laws and regulations, natural disaster, war or other acts of god, the club will be dissolved after the resolution made by the board of operating company and the members will abandon all rights and interests in connection with the membership under | 1,496 |
article_amendment | exhibit 10. 1 articles article 1. definitions 1. 1 ars means the united states department of agriculture, agricultural research service. 1. 2 zth means z trim holdings, inc. 1. 3 agreement means this cooperative research and development agreement. 1. 4 confidential information means trade secrets or commercial or financial information that is privileged or confidential under the meaning of 5 usc 552 ( b ) ( 4 ). 1. 5 subject invention means any invention or other intellectual property conceived or first reduced to practice under this agreement which is patentable or otherwise protectable under title 35 of the united states code, under 7 usc 2321, et seq., or under the patent laws of a foreign country. specifically not included in the definition of subject inventions are inventions made outside the scope of agreement or prior to the execution of this agreement. recently ars and zth developed an improved method for converting a fiber - containing substrate into a non - caloric gel of disrupted cellular cellulosic debris. this method, which will be used in this project, was developed prior to this agreement and is not a subject invention. background inventions for this work include : 1. moreau, r. a, hicks, k. b., nicolosi, r. j., and norton, r. n. corn fiber oil its preparation and use. u. s. patent 5, 843, 499. 1998. 2. doner, l. w., sweeney, g. a., and hicks, k. b. isolation of hemicellulose from corn fiber. u. s. patent 6, 147, 206. 2000. zth has identified varoius trade secrets which are background and have been provided in a separate confidential document. 1. 6 scope of agreement means those activities set forth in schedule 2, entitled “ statement of work. ” 1. 7 period of the agreement means that period set forth under the period of agreement on the ars office of technology transfer cover form for the agreement. article 2. publications 2. 1 subject to the requirements of confidentiality and preservation of rights in subject inventions, either party may publish the results of this agreement, provided : a. the other party is allowed to review the manuscript at least sixty ( 60 ) days prior to submission for publication by submission to the authorized agent. b. the publication shall acknowledge this agreement and the contributions of each party ’ s personnel. c. the final decision as to the publication content | 1,497 |
article_amendment | exhibit 10. 2 omnibus agreement this omnibus agreement ( “ agreement ” ) is entered into on, and effective as of, the closing date, among bp pipelines ( north america ) inc., a maine corporation ( “ bp pipelines ” ), bp midstream partners lp, a delaware limited partnership ( the “ partnership ” ), bp midstream partners gp llc, a delaware limited liability company and the general partner of the partnership ( the “ general partner ” ), and, solely for purposes of articles 4 and 6, bp america inc., a delaware corporation ( “ bp ” ). recitals 1. the parties desire by their execution of this agreement to evidence their understanding, as more fully set forth in articles 2 and 5, with respect to certain indemnification obligations of the parties to each other and related to the assets that are directly or indirectly conveyed, contributed or otherwise transferred to any member of the partnership group under the contribution agreement or owned by, leased by, or otherwise held for the operation of the business, properties or assets of, any member of the partnership group as of the closing date ( the “ contributed assets ” ). 2. the parties desire by their execution of this agreement to evidence their understanding, as more fully set forth in articles 3 and 5, with respect to ( i ) the reimbursement by the partnership for the services related to ( a ) the contributed assets and ( b ) other assets that may be directly or indirectly conveyed, contributed, otherwise transferred to, or are acquired by, owned by, leased by, or otherwise held for the operation of the business, properties or assets of, any member of the partnership group from time to time ( collectively and including the contributed assets, the “ partnership assets ” ) and ( ii ) the limitation of duties, liability and indemnification related to the services. 3. the parties desire by their execution of this agreement to evidence their understanding, as more fully set forth in article 4, with respect to the granting of a trademark license from bp and its affiliates to the partnership group. 4. the parties desire by their execution of this agreement to evidence their understanding, as more fully set forth in article 6, with respect to the partnership group ’ s right of first offer with respect to the subject assets ( as defined herein ). in consideration of the promises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and | 1,498 |
article_amendment | exhibit 2. 1 certificate of amendment to articles of incorporation for ammex gold mining corp. first : the name of the corporation is : ammex gold mining corp. second : the first article has been amended to read as follows : first : the name of the corporation is : wind works power corp. third : the vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment fourth : the effective date of this certificate of incorporation will be the date of filing with the secretary of state. this certificate of amendment to articles of incorporation has been executed this march 19, 2009. / s / w. william campbell birge _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ w. campbell birge president exhibit 2. 1 certificate of amendment to articles of incorporation for ammex gold mining corp. first : the name of the corporation is : ammex gold mining corp. second : the first article has been amended to read as follows : first : the name of the corporation is : wind works power corp. third : the vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment fourth : the effective date of this certificate of incorporation will be the date of filing with the secretary of state. this certificate of amendment to articles of incorporation has been executed this march 19, 2009. / s / w. william campbell birge _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ w. campbell birge president | 1,499 |
article_amendment | exhibit 4. 1 hines real estate investment trust, inc. articles of dissolution hines real estate investment trust, inc., a maryland corporation ( hereinafter called the “ corporation ” ), hereby certifies to the state department of assessments and taxation of maryland that : first : the name of the corporation is as set forth above, and the address of the principal office of the corporation in the state of maryland is c / o the corporation trust incorporated, 351 west camden street, baltimore, maryland 21201. second : the name and address of the resident agent of the corporation in the state of maryland, who shall serve for one year after dissolution and thereafter until the affairs of the corporation are wound up, are : the corporation trust incorporated, 351 west camden street, baltimore, maryland 21201. third : the name and address of each director of the corporation are as follows : name addressjeffrey c. hines c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 charles m. baughn c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 lee a. lahourcade c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 stanley d. levy c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 paul b. murphy jr. c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 name addressjeffrey c. hines c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 charles m. baughn c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 lee a. lahourcade c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 stanley d. levy c / o hines real estate investment trust, inc. 2800 post oak boulevard, suite 5000 houston, texas 77056 - 6118 paul b. murphy jr. c / o hines real estate investment trust, inc. 2800 post oak boulevard | 1,500 |
article_amendment | exhibit 10. 45 convenience translation articles of association of audible gmbh 1. name and seat of the company 1. name and seat of the company 1. 1. 1 the name of the company is : 1. 1 the name of the company is : 1. 1 audible gmbh. 1. 2 the seat of the company is munich. 1. 2 the seat of the company is munich. 1. 2 2. purpose of the company 2. purpose of the company 2. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 1 the purpose of the company is the offering of internet services in connection with the download of digital audio books and spoken audio content through a mainly german language website or websites and primarily using german language content to customers mainly in the federal republic of germany, austria, switzerland, grand duchy of luxembourg, principality of liechtenstein, alto adige and the german - speaking cantons of belgium. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 2. 2 the company is authorized to perform any and all acts and steps directly or indirectly appropriate for the promotion of the above mentioned purpose. 3. nominal capital ; shares 3. nominal capital ; shares 3. the nominal capital of the company amounts to 4. term of the company ; fiscal year 4. term of the company ; fiscal year 4. 4. 1 the company has been established for an indefinite period of time. 4. 1 the company has been established for an indefinite period of time. 4. 1 4. 2 the fiscal year equals the calendar year. 4. | 1,501 |
article_amendment | exhibit 4. 1 d the commonwealth of massachusetts pc william francis galvin secretary of the commonwealth one ashburton place, boston, massachusetts 02108 - 1512 articles of amendment ( general laws chapter 156d, section 10. 06 ; 950 cmr 113. 34 ) ( 1 ) exact name of corporation : central bancorp, inc. ( 2 ) registered office address : 399 highland avenue, somerville, massachusetts 02144 ( number, street, city or town, state, zip code ) ( 3 ) these articles of amendment affect article ( s ) : articles iii and iv ( specify the number ( s ) of article ( s ) being amended ( i - vi ) ) ( 4 ) date adopted : december 2, 2008 ( month, day, year ) ( 5 ) approved by : ( check appropriate box ) o the incorporators. þ the board of directors without shareholder approval and shareholder approval was not required. o the board of directors and the shareholders in the manner required by law and the articles of organization. ( 6 ) state the article number and the text of the amendment. unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares. articles iii and iv. a vote of the board of directors establishing and designating a series of a class of stock and determining the relative rights and preferences thereof. see attached annex a for additional sections to be added to the existing article iv. received dec 03 2008 secretary of the commonwealth corporations division p. c. exhibit 4. 1 d the commonwealth of massachusetts pc william francis galvin secretary of the commonwealth one ashburton place, boston, massachusetts 02108 - 1512 d pc articles of amendment ( general laws chapter 156d, section 10. 06 ; 950 cmr 113. 34 ) ( 1 ) exact name of corporation : central bancorp, inc. ( 2 ) registered office address : 399 highland avenue, somerville, massachusetts 02144 ( number, street, city or town, state, zip code ) ( 3 ) these articles of amendment affect article ( s ) : articles iii and iv ( specify the number ( s ) of article ( s ) being amended ( i - vi ) ) ( 4 ) date adopted : december 2, 2008 ( month, day, year ) ( 5 ) approved by : ( check appropriate box ) o the incorporators. þ the board of directors without shareholder approval and shareholder approval was not | 1,502 |
article_amendment | exhibit 4. 1 notice of articles b. c. unlimited liability company statement the shareholders of the company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in section 51. 3 of the business corporations act a. name of company set out the name of the company as set out in item b of the amalgamation application. corvus gold ulc b. translation of company name set out every translation of the company name that the company intends to use outside of canada. c. director name ( s ) and address ( es ) set out the full name, delivery address and mailing address ( if different ) of every director of the company. the director may select to provide either ( a ) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a. m. and 4 p. m. on business days or ( b ) the delivery address and, if different, the mailing address of the individual ’ s residence. the delivery address must not be a post office box. attach an additional sheet if more space is required. last name first name middle name delivery address including province / state, country and postal / zip code mailing address including province / state, country and postal / zip code thompson, timothy 4601 dtc blvd, suite 550 denver, co, usa 80237 hayes, robert 4th floor, communications house south street staines upon thames, united kingdom tw18 4pr d. registered office addresses delivery address of the company ’ s registered office suite 1700, park place, 666 burrard street, vancouver, bc v6c 2x8 mailing address of the company ’ s registered office suite 1700, park place, 666 burrard street, vancouver, bc v6c 2x8 e. records office addresses delivery address of the company ’ s records office suite 1700, park place, 666 burrard street, vancouver, bc v6c 2x8 mailing address of the company ’ s records office suite 1700, park place, 666 burrard street, vancouver, bc v6c 2x8 f. authorized share structure an unlimited liability company must set out on the face of each share certificate issued by it the following statement : the shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in section 51. 3 of the business corporations act. b | 1,503 |
article_amendment | golub capital direct lending corporation articles of amendment first : golub capital direct lending corporation, a maryland corporation ( the “ corporation ” ), desires to amend its charter ( the “ charter ” ) as currently in effect and as hereinafter amended. second : article vii of the charter is hereby replaced in its entirety with the following : article viiaccelerated liquidity event section 7. 1 option to receive cash consideration. the corporation shall not have the power to effect an accelerated liquidity event ( as defined below ) unless ( 1 ) the accelerated liquidity event is declared advisable by the board of directors and ( a ) in the case of a discounted accelerated liquidity event ( as defined below ), such discounted accelerated liquidity event is approved by the affirmative vote of holders of shares entitled to cast 100 % of all the votes entitled to be cast on the matter or ( b ) in the case of an accelerated liquidity event that is not a discounted accelerated liquidity event, such accelerated liquidity event is approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter and ( 2 ) in connection with such accelerated liquidity event, the stockholders of the corporation may elect to receive consideration, in the form of cash, in an amount per share that is not less than the net asset value of such shares of common stock determined within 48 hours ( excluding sundays and holidays ) of the closing of the accelerated liquidity event ( the “ closing nav per share ” ). section 7. 2 accelerated liquidity event. each of the following events shall be considered a “ accelerated liquidity event ” : ( 1 ) the sale, transfer, or other disposition, in a single transaction or series of related transactions by the corporation or any subsidiary of the corporation of all or substantially all the assets of the corporation and its subsidiaries taken as a whole or ( 2 ) a merger, consolidation or statutory share exchange of the corporation with one or more entities in which all or substantially all of the shares of common stock then outstanding are converted into cash or securities of another entity. a “ discounted accelerated liquidity event ” is an accelerated liquidity event where the consideration to be received by stockholders in the accelerated liquidity event has a value that is less than 75 % of the aggregate purchase price paid to the corporation to purchase shares of all issued and outstanding shares common stock as of the closing of the accelerated liquid | 1,504 |
Subsets and Splits