Common use of Notices; Consent to Electronic Notice Clause in Contracts

Notices; Consent to Electronic Notice. (a) All notices and other communications hereunder 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 the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; provided, however, that no notice by the Company sent by facsimile only shall be deemed effective or delivered to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receipt; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Xxxxxx, LLP, 000 Xxxxx Xxxxxx Xxxxx, 42nd Floor, Chicago, IL 60606, Attn: Xxxxxxx X. Xxxxxxxx (xxxxxxxxx@xxxxxx.xxx). (b) Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number as on the books of the Company; provided, however, that no notice by the Company sent by facsimile only shall be deemed effective or delivered to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receipt. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Tempus AI, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.)

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Notices; Consent to Electronic Notice. (a) All notices and other communications hereunder given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: 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’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; provided, however, that no notice by the Company sent by facsimile only shall be deemed effective or delivered to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receipt; (c) for addresses in the United States of America, five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; , or (d) one (1) business day after the business day of deposit with a nationally recognized overnight couriercourier (for addresses in the United States of America) or three (3) business days after deposit with an internationally recognized overnight courier (for addresses outside the United States of America), in each case freight prepaid, specifying next-next business day (or, for addresses outside the United States of America, for next available business day) delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive OfficerPresident, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section Subsection 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to WilmerHale, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Xxxxxxxx X. Xxxxxx, and if notice is given to the Purchasers, a copy (which shall not constitute notice) shall also be sent to Xxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx XxxxxXxx Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxx, Chicago, IL 60606XX 00000, Attn: Xxxxxxx X. Xxxxxxxx Xxxxx (xxxxxxxxx@xxxxxx.xxx[**]). (b) Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section Subsection 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or the facsimile number as on the books of the Company; provided. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, however, that no notice by the Company sent by facsimile only foregoing consent shall be deemed effective to have been revoked until a new or delivered corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receiptnot have been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s its electronic mail address, and that failure to do so shall not affect the foregoing.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Werewolf Therapeutics, Inc.)

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Notices; Consent to Electronic Notice. (a) All notices and other communications hereunder 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 the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; provided, however, that no notice by the Company sent by facsimile only shall be deemed effective or delivered to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receipt; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Winston & Xxxxxx, LLP, 000 Xxxxx 00 Xxxx Xxxxxx Xxxxx, 42nd Floor, Chicago, IL 6060660601, AttnAttention: Xxxxxxx X. Xxxxxxxx (xxxxxxxxx@xxxxxx.xxxxxxxxxxxx@xxxxxxx.xxx). (b) Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number as on the books of the Company; provided, however, that no notice by the Company sent by facsimile only shall be deemed effective or delivered to the Xxxxxxx Xxxxxxx Investors or Google LLC, regardless of confirmation or receipt. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Tempus Labs, Inc.)

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