Notices

Sample 1
Any notice or other communication required or permitted hereunder will be in writing and
will be deemed given when delivered in person, by overnight courier, or by email
transmission (provided, that no “bounce back” or similar message of non- delivery is received
with respect thereto), or two (2) business days after being sent by registered or certified mail
(postage prepaid, return receipt requested), as follows:
Any party hereto may by notice delivered in accordance with this Section 9.2 to the other
parties hereto designate updated information for notices hereunder. Notice of any change to
the address or any of the other details specified in or pursuant to this section will not be
deemed to have been received until, and will be deemed to have been received upon, the later
of the date specified in such notice or the date that is five (5) business days after such notice
would otherwise be deemed to have been received pursuant to this section. Nothing in this
section will be deemed to constitute consent to the manner or address for service of process in
connection with any legal Proceeding, including litigation arising out of or in connection with
this Agreement.
Counterparts and Signature
Sample 1
This Agreement may be executed in two (2) or more counterparts (including by an electronic
signature, electronic scan or electronic transmission in portable document format (.pdf),
including (but not limited to) DocuSign, delivered by electronic mail), each of which will be
deemed an original but all of which together will be considered one and the same agreement
and will become effective when counterparts have been signed by each of the parties hereto
and delivered to the other parties hereto, it being understood that all parties hereto need not
sign the same counterpart.
Guarantee
Sample 1
As a material inducement to the Company entering into this Agreement and consummating
the transactions contemplated hereby, Guarantor hereby irrevocably and unconditionally
guarantees to the Company the full and timely performance and satisfaction of Parent and
Merger Sub’s obligations as set forth in this Agreement, in each case as and when due. If, for
any reason whatsoever, Parent or Merger Sub shall fail or be unable to make full and timely
payment as set forth in this Agreement or perform any of its obligations under this
Agreement, such payment or obligations shall be due and payable for the purposes hereof and
Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or
perform or cause to be performed, Parent and Merger Sub’s obligations hereunder. The
foregoing obligation of Guarantor constitutes a continuing guarantee of payment and
performance (and not merely of collection), and is and shall be absolute and unconditional
under any and all circumstances, including circumstances which might otherwise constitute a
legal or equitable discharge of a guarantor and including any amendment, extension,
modification or waiver of any of Parent and Merger Sub’s payment or other obligations
hereunder, or any insolvency, bankruptcy, liquidation or dissolution of Parent or Merger Sub
or any assignment thereby. Without limiting the generality of the foregoing, Guarantor agrees
that its obligations under this section are independent from those of Parent and Merger Sub
and its liability shall extend to all liabilities and obligations that constitute part of Parent and
Merger Sub’s payment and other obligations hereunder, irrespective of whether any action is
brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such
action or actions.
Construction
Sample 1
(a) For purposes of this Agreement, whenever the context requires: the singular number shall
include the plural, and vice versa; and one gender shall include all other genders.
(b) The Parties agree that any rule of construction to the effect that ambiguities are to be
resolved against the drafting Party shall not be applied in the construction or interpretation of
this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof,
shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the
words “without limitation.”
(d) As used in this Agreement, the word “or” is not exclusive, unless the context otherwise
requires.
(e) As used in this Agreement, the word “extent” in the phrase “to the extent” shall mean the
degree to which a subject or thing extends, and shall not mean simply “if.”
(f) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,”
“Annexes,” and “Schedules” are intended to refer to sections of this Agreement and Exhibits,
Annexes, and Schedules to this Agreement, as applicable.
(g) The phrase “made available,” when used in reference to anything made available to
Guarantor, Parent, Merger Sub, or any of their respective Representatives, in each case, shall
be deemed to include anything (i) uploaded to the electronic data room maintained by or on
behalf of the Company or its Representatives for purposes of the Transaction, (ii) delivered to
Parent or its Representatives or (iii) publicly available, without redactions, on the Electronic
Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC prior to the date of
this Agreement, in each case, no later than one (1) business day prior to the execution and
delivery of this Agreement.
(h) The bold-faced headings in this Agreement are for convenience of reference only, shall not
be deemed to be a part of this Agreement, and shall not be referred to in connection with the
construction or interpretation of this Agreement.
(i) Any reference to (i) any Contract (including this Agreement) are to the Contract as
amended, modified, supplemented, restated, or replaced from time to time (in the case of any
Contract, to the extent permitted by the terms thereof and, if applicable, the terms of this
Agreement); (ii) any Governmental Body includes any successor to that Governmental Body;
and (iii) any applicable Law refers to such applicable Law as amended, modified,
supplemented, or replaced from time to time (and, in the case of statutes, include any rule and
regulation promulgated under such statute) and references to any section of any applicable
Law includes any successor to such section (provided that, for purposes of any representation
and warranty in this Agreement that is made as of a specific date, references to any Law or
Contract shall be deemed to refer to such Law or Contract, as amended, and to any rule or
regulation promulgated thereunder, in each case, as of such date).
(j) The terms “Dollars” and “$” mean U.S. dollars.
(k) Any reference herein to “as of the date hereof,” “as of the date of this Agreement,” or
words of similar import shall be deemed to mean the date set forth in the Preamble.
(l) When “since” is used in connection with a date, the period covered thereby shall be
inclusive of such date.
(m) Any reference in this Agreement to a date or time shall be deemed to be such date or time
in the City of New York, New York, U.S.A., unless otherwise specified.