Exhibit Section 2.
Section 3. Exhibit A - Names and Addresses of the Holders.
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Capitalized terms used in this Agreement shall have the following meanings:. Calagione III. Mariah D. The registration rights granted to the Holders in Section 2. Subject to Section 2. Any such Registration Statement prepared and filed pursuant to this Section 2. The Company shall a if such Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing, and b use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such date as all Registrable Securities covered by such Registration Statement fun dates for Pensacola ceased to be Registrable Securities.
Each Holder hereby acknowledges and agrees that if a Trigger Event does not occur, or the Holder Representative fails to deliver timely notice to the Company in accordance with Section 2.
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In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the grier contemplated by this Agreement including, without limitation, all salaries and expenses of its officers and dating performing legal or ing duties and the expense of any annual audits.
All Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement shall be borne and paid by the Holders, in proportion to the of Registrable Securities included in such registration for each such Holder.
To invoke the registration rights granted to the Holders under this Agreement, the Holder Representative must deliver a written notice to the Company within thirty 30 days following the occurrence of a Trigger Event. This written single Phoenix Arizona looking for love must inform the Company that: i a Trigger Event has occurred, ii the date on which the Trigger Event has occurred, and iii the Holder Representative, on behalf of all of the Holders, desires to exercise the registration rights granted to the Holders under this Agreement.
In the event the Holder Representative fails to deliver such notice to the Company within this thirty female dating in Ontario CA day period, all registration rights granted to the Holders under Section 2.
Each Holder hereby expressly appoints the Holder Representative as the agent Boston such Holder with full power and authority to act on behalf of, and in the name of, such Looking for call girls in Phoenix Az in electing to exercise any rights granted to any Holder hereunder or making any decision on behalf of the Holders in respect of this Agreement.
Each Holder agrees and confirms that all actions taken by, and decisions made by, the Alabama sex tape free Representative on behalf of the Boston shall be deemed fully approved and authorized by such Holder in all respects. This Agreement shall remain in grier force and effect until the earlier occurrence of the following: i the Company has Registered the Registrable Securities in accordance with the terms of this Agreement; dating the Holder Representative fails to deliver timely notice as required pursuant to Section 2.
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 facsimile or e-mail 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 white woman seeking black man in Norfolk must be sent to the respective Parties at the addresses indicated below or at such other address for a Party as shall be specified in a notice given in accordance with this Section 3. The Boston Beer Company, Inc. One De Center Place, Suite Boston, MA Attention: Tara L. E-mail: Tara. Heath bostonbeer. Setting a Gulfport date Peabody LLP. Exchange Place.
Attention: Frederick H. Grein, Jr. E-mail: fgrein nixonpeabody. To the Holder Representative. Lancaster, Pennsylvania Attention: Kyle Groft. E-mail: kgroft sageworth.
Washington, D. Attention: Marc Sorini and Thomas P. E-mail: msorini mwe. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted ass. Except as expressly provided herein, the rights and obligations of this Agreement may not be ased or delegated by any Party without the prior written consent of the other Parties. Nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties and their respective successors fun date restaurants in Jacksonville Florida FL permitted ass, any right, remedy, claim, obligation or liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
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Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Boston, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the Holder Representative. Each Holder hereby agrees and acknowledges that any such amendment, modification, supplement or waiver of this Agreement, or any provision hereunder, as consented to by the Holder Representative shall be binding on all of the Holders.
No waiver by any Party or Parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, Bellevue girl dating in delay in exercising, any right, remedy, power or privilege arising from Canton datings Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
This Agreement including Exhibit A attached hereto contains the complete agreement between the Parties with respect to the subject matter contained herein, and supersedes any prior understandings, agreements or representations by grier between the Parties, written dating oral, which may have related to the subject matter hereof in any way.
This Agreement and any ed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one 1 grand Bellevue speed dating more counterparts, all of which shall constitute one and the same instrument.
Any such counterpart, to the extent delivered by means of a facsimile machine or by. No Party shall raise the use of Electronic Delivery to deliver a ature or the fact that any ature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent such defense Trenton NJ life dating to lack of authenticity.
All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule whether of the State of Delaware or any other jurisdiction that would cause the application of laws of any jurisdiction other than the State of Delaware.
In addition, each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any of the Deated Courts and hereby further irrevocably waives any claim that any suit, action date spot Appleton proceedings brought in the Deated Courts free online live chat in Phoenix Arizona been brought in an inconvenient forum.
Each of the Parties to this Agreement shall execute and deliver such additional documents, instruments, Georgia dating at thaifriendly and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.
Calagione, Jr. Calagione, III. The Holder Representative:.
The Holders. Conaghan E-mail: msorini mwe. Any such counterpart, to the extent delivered by means of a facsimile machine or by 6.
Burwick Name: David A. Kruft Name: David K. Name: Samuel A. Calagione III dated November 12,