Notices

158 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Notices

   Any notice, request, information or other document to be given hereunder to any of the parties by any other party shall be in writing and shall be delivered by electronic mail addressed to: If to Seller: If to Buyer: c/o Benjamin Tran Bitech Technologies Corporation 600 Anton Boulevard, Suite 1100 Costa Mesa, CA 92626 Email: ben@bitech.tech Peter Dalrymple c/o The Loev Law Firm, PC 6300 West Loop South Suite 280 Bellaire, Texas 77401 dloev@loevlaw.com Laura Anthony and Lazarus Rothstein Anthony L.G., PLLC 625 North Flagler Drive, Suite 600 West Palm Beach, FL 33401 Email: lanthony@anthonypllc.com and lrothstein@anthonypllc.com Any such notice shall be deemed delivered on the date delivered if by personal delivery or by facsimile, or (b) on the date upon which the return receipt is signed or delivery is refused or not deliverable, as the case may be, if mailed. Any party may change the address to which notices under this Agreement are to be sent to it by giving written notice thereof

   Bitech Technologies Corp (BTTC) (CIK 0001066764) · filed 2024-11-26 · read the filing · this wording recurs in 10 agreements we hold

2. 02

   Notice

   Except as may be otherwise provided herein, all notices and other communications required or permitted hereunder shall be in writing and shall be conclusively deemed to have been duly given to a party (a) when hand delivered to that party; (b) when received when sent by facsimile at that party’s number set forth or referenced below (provided, however, that notices given by facsimile shall not be effective unless either (i) a duplicate copy of such facsimile notice is promptly given by one of the other methods described in this Section 7.6, or (ii) the receiving party delivers a written confirmation of receipt for such notice either by facsimile or any other method described in this Section 7.6); (c) three business days after deposit in the U.S. mail with first class or certified mail, return receipt requested, postage prepaid and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to that party as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. To Seller: To Purchaser: Henry Boucher Brian Foote 600 B Street, Suite 300 San Diego, California 92117 5 A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 7.6 by giving the other party written notice of the new address in the manner set forth above

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2022-02-11 · read the filing · this wording recurs in 6 agreements we hold

3. 03

   Notices

   All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A , or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 7.5

   T2 Biosystems, Inc. (TTOO) (CIK 0001492674) · filed 2023-07-06 · read the filing · this wording recurs in 5 agreements we hold

4. 04

   Address for Notice

   If to Seller, to: Atreca, Inc. 900 E. Hamilton Ave. Suite 100 Campbell, CA 95008 Attention: Courtney J. Phillips Email: ***** with a copy (which shall not constitute notice) to: Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 Attention: John T. McKenna Email: ***** If to Purchaser, to: Immunome, Inc. 665 Stockton Drive, Suite 300 Exton, PA 19341 Attention: Clay Siegall and Sandra Stoneman Email: ***** ***** with a copy (which shall not constitute notice) to: Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Attention: Kingsley Taft and Steven Green Email: ***** ***** 9.5 No Benefit to Third Parties. The covenants and agreements set forth in this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and, they shall not be construed as conferring any rights or remedies of any nature whatsoever under or by reason of this Agreement on any other Persons. A-33 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ ​ ​ 9.6 Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by applicable Law or otherwise available, and the exercise by a Party of any one right or remedy will not preclude the exercise of any other right or remedy, except as expressly set forth herein

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   Notice

   If, prior to Closing, Seller learns of any actual or threatened taking in condemnation or by eminent domain (or a sale in lieu thereof) of any of the Real Property, Seller shall notify Purchaser promptly thereof

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 4 agreements we hold

6. 06

   Notices

   All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the seventh day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02): If to Seller: The Lone Star Friends Trust c/o Stanley Blend, Trustee 4242 Broadway, Unit 704 San Antonio, TX 78209 sblend@clarkhill.com with a copy (which shall not constitute notice) to: Clark Hill PLC 2301 Broadway San Antonio, TX 78215 Attention: Joe Struble, Joshua Ciccone Email: jstruble@clarkhill.com; jciccone@clarkhill.com If to Buyer: CEE Holding Trust c/o Jackson Hole Trust Company, Trustee PO Box 1150 185 W Broadway, Suite 101 Attention: Chuck Ursini, Brittany Gale Email: bgale@jacksonholetrust.com; chuck@system1.com with a copy (which shall not constitute notice) to: Loeb & Loeb LLP 10100 Santa Monica Blvd., Suite 2200 Las Angeles, CA 90067 Email: jloeb@loeb.com Attention: Jeffrey M. Loeb Section 7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement

   Lone Star Friends Trust (CIK 0001909643) · filed 2024-06-25 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   Notice of Certain Events

   During the period commencing on the Execution Date and continuing until the earlier of the Closing Date or the termination of this Agreement, each of Imara and Cardurion shall promptly notify the other Party in writing of: (a) any fact, circumstance, event or action the existence, occurrence or taking of which (i) has resulted in, or is reasonably likely to result in, any representation or warranty made by such Party under this Agreement or under any of the Ancillary Agreements not being true and correct in a manner that would cause or would reasonably be expected to cause the conditions set forth in Section 7 to not be satisfied, or (ii) has resulted in, or is reasonably likely to result in, the failure of any of the other conditions set forth in Section 7.1 to be satisfied; or (b) such Party’s receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

8. 08

   Notices

   All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, by international courier or by e-mail (with confirmation of receipt) to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision): If to the Seller, to: JINZHENG INVESTMENT CO PTE. LTD. 34 Toh Guan Road East, #01-15, Enterprise Hub Singapore 608579 Attention: Ms. Qiong Jin Email: * With a copy to (which shall not constitute notice): Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 Attention: Ms. Ying Li Email: yli@htflawyers.com If to the Purchaser, to: YITONG ASIA INVESTMENT PTE. LTD. 413 YISHUN RING ROAD #03-1889 SINGAPORE (760413) Attention: GONG Cuizhang Email: * 6.11. Survival . All of the covenants and agreements of the parties in this Agreement shall survive the Closing

   GOLDEN HEAVEN GROUP HOLDINGS LTD. (GDHG) (CIK 0001928340) · filed 2024-04-19 · read the filing · this wording recurs in 3 agreements we hold

9. 09

   Notices

   All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or on the third day after being mailed by certified or registered mail, to the respective addresses of the parties

   Quality Industrial Corp. (QIND) (CIK 0001393781) · filed 2024-05-15 · read the filing · this wording recurs in 3 agreements we hold

10. 10

    Notice of Changes

    From the date of this Agreement until the Closing, the Purchaser shall promptly notify the Seller Parties in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VIII becoming incapable of being satisfied. 6.9.2 From the date of this Agreement until the Closing, the Seller Parties will promptly notify the Purchaser in writing of: (a) any event or state of facts, change, condition circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to: (i) cause any of the Seller Parties’ representations or warranties in this Agreement to be inaccurate at any time from the date of this Agreement until the Closing; or (ii) result in any of the conditions set forth in Article VIII becoming incapable of being satisfied; or (b) the occurrence, after the date of this Agreement, of a Material Adverse Effect. 6.9.3 Notification provided under this Section 6.9 will not (i) affect the representations, warranties or covenants of the Parties (or related remedies) or the conditions to the obligations of the Parties in this Agreement, or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice. A- 43 6.10 Proxy Statement; Stockholder Approval . 6.10.1 As promptly as practicable after the date hereof, the Parent shall prepare a preliminary Proxy Statement and, within five (5) days after the date hereof Parent shall distribute to Purchaser and its legal counsel a draft of such preliminary Proxy Statement. Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, and Purchaser shall furnish all information concerning itself that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings. Purchaser and its legal counsel shall be given a reasonable opportunity to review and comments on the preliminary Proxy Statement prior to same being filed with the SEC, and reasonable consideration will be given by Parent to any comments on the draft preliminary Proxy Statement made by Purchaser or its legal counsel. Following consultation with Purchaser, Parent shall file with the SEC the prelimina […]

    American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Notices

    All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02 ): If to Seller: The Chosen, Inc. 4 South 2600 West, Suite 5 Hurricane, Utah 84737 E-mail: Brad Pelo Attention: brad@thechosen.tv ​ with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 2029 Century Park East Los Angeles, CA 90067-2905 E-mail: akramer@willkie.com Attention: Andrew Kramer ​ A-37 TABLE OF CONTENTS ​ ​ ​ If to Buyer: Come and See Foundation, Inc. 6385 Corporate Drive, Suite 200 Colorado Springs, CO Attn: Ryan Dunham, COO Email: ryan@comeandseefoundation.org ​ with copies (which shall not constitute notice) to: Envisage Law 2601 Oberlin Road Raleigh, North Carolina 27608 Attn: Anthony Biller Email: AJBiller@envisage.law ​ and Baker & Hostetler LLP 45 Rockefeller Plaza New York, NY 10111 E-mail: melkin@bakerlaw.com; sgoldberg@bakerlaw.com Attention: Matthew R. Elkin; Steven H. Goldberg and Barnes Law Firm 24 West Camelback Road, #467 Phoenix, Arizona 85013 Attn: Michael Barnes Esq. Email: MBarnes@BarnesLaw.US Section 10.03 Interpretation . For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreem […]

    Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Notices

    All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or email with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested), to the Holder at the addresses specified on Exhibit A and for Buyer Parent at the following address (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.7 ): if to Buyer Parent, to: JW Celtics Investment Corp. Address: 1820 Calistoga Road Santa Rosa, CA 95404 Attn: Jason Wood Phone: (415) 577-5305 Email: jason@jwoodcapital.com With a copy, which shall not constitute notice to : Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036-8704 Attn: Suni Sreepada Phone: (212) 596-9960 Email: Suni.sreepada@ropesgray.com 8 6.8. Interpretation. The parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles and Sections shall be deemed references to Articles and Sections of this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein. The word “or” shall not be exclusive. References to any “statute” or “regulation” are to such statute or reg […]

    Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-05-12 · read the filing · this wording recurs in 2 agreements we hold