Other Agreements and Representations. I further agree: (a) not to disparage the Company, its officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (c) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and (d) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Information and Inventions Agreement. In addition, I hereby represent that I have been paid all wages earned owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.
Other Agreements and Representations. I further agree: (a) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Confidential Information Agreement (as defined in the Employment Agreement). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.
Other Agreements and Representations. I further represent and agree to following:
(a) subject to the protected activities listed above in Section 1, not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents;
(b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and
(c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Information and Inventions Agreement (“PIIA”), a copy of which is attached as Exhibit 1 to this Release and Waiver; and
(d) I understand that I am not entitled to any other payments, benefits and/or other consideration from the Company that are not specifically listed in the Agreement. Without limiting the generality of the foregoing, I hereby expressly waive any right or claim that I may have or assert to employment and/or reinstatement to employment, and/or to payment for backpay, front pay, interest, equity, bonuses, damages, benefits, outplacement, severance pay, vacation payments, PTO payments, sick pay, and/or attorneys’ fees, except for those qualified retirement benefits in which I have vested rights under the terms of the applicable plan and applicable law. I further agree and acknowledge that once the Company has provided me the payments and other consideration set forth in the Agreement, the Company will have paid me in full any and all monies owed to me in connection with my employment with the Company and separation from employment, including but not limited to payment for all services performed on behalf of the Company, except as otherwise specifically stated in the Agreement.
Other Agreements and Representations. I further agree: (a) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (b) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Confidential Information Agreement (as defined in the Employment Agreement). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim. This Release, together with the Confidential Information Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company. UNDERSTOOD AND AGREED: XXXXXXXXX XXXX Date:
Other Agreements and Representations. I further agree: (a) not to voluntarily (except in response to legal compulsion, which includes without limitation subpoena or response to governmental agency inquiry) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against CPP, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (b) to cooperate fully with CPP, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with CPP’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by CPP; and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Employee Intellectual Property, Confidentiality and Non- Compete Agreement that I executed with CPP). In addition, I hereby represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA or any applicable law or policy of CPP, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.
Other Agreements and Representations. The Borrower shall allow the Lender to place a sign on the Property indicating that the Lender is the lending institution with respect to the construction of the Improvements.
Other Agreements and Representations. (a) During the Standstill Period, the Company shall not publicly disparage any member of the Ardsley Group or any Affiliate thereof; provided, however, that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure.
(b) During the Standstill Period, no member of the Ardsley Group shall, nor shall any member of the Ardsley Group permit any Affiliate of such member to, publicly disparage the Company or any director, officer, employee, Affiliate or Associate of the Company; provided, however, that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure.
(c) At a meeting of the Board held on the date hereof, the Board has reviewed, considered and approved an amendment to the Company’s existing non-employee director compensation plan providing for, among other things, a $35,000 annual retainer, payable to each non-employee director of the Company in the form of restricted Common Stock. Unless not required by Nasdaq regulations, such shares shall be issued under the Company’s existing shareholder-approved equity incentive plans. At a meeting of the Board held on the date hereof, the Board has resolved to establish not later than the 20th day after the date hereof a committee of the Board to be constituted with three Company directors and to be titled the “Strategic Alternatives Committee” of the Board. The Strategic Alternatives Committee shall have the directive and be authorized to engage and work with management and the Company’s professional advisors to review the Company’s sales, marketing, channel development and business development strategies and methods, and to review and identify potential financial and strategic alternatives to enhance revenue and Company value. The Strategic Alternatives Committee will formally report its findings and recommendations to the full Board for its consideration within 120 days after the Strategic Alternatives Committee is established. The Chairman of the Strategic Alternatives Committee will be elected by such committee in accordance with the procedures set forth in the charter for such committee. The Strategic Alternatives Committ...
Other Agreements and Representations. A party is not bound by oral agreements or representations or by any writing the party has not signed other than the Rules and Regulations governing the use of the Property and the Rental Space.
Other Agreements and Representations. I further represent and agree: (a) that I will comply with my continuing obligations pursuant to the terms of my executed Employee Confidential Information and Invention Assignment Agreement (the "Proprietary Information Agreement"), and (b) that I have been paid all wages earned owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, California law, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a workers' compensation claim. This Release Agreement, together with the Employment Agreement and the Proprietary Information Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release Agreement may only be modified by a writing signed by both me and a duly authorized officer of the Company. UNDERSTOOD AND AGREED: /s/ Xxxxx X. Xxxx Signature Xxxxx X. Xxxx Name August 10, 2022 Date This Consultant Agreement (the “Agreement”) is entered into this August 13, 2022 (“Effective Date”) by and between ChromaDex, Inc., having its principal offices located 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, U.S.A. (“ChromaDex”), and Xxxxx X. Xxxx, with an address of 000 Xxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000, U.S.A. (“Consultant”). ChromaDex and Consultant are sometimes collectively referred to hereunder as “the Parties.”
Other Agreements and Representations. 4.1 HOLDING CERTIFICATE OF INCORPORATION, BY-LAWS, OPTION PLAN AND SHAREHOLDERS' AGREEMENT. Each of the ALA Stockholders (who, from and after the Effective Time, shall become and be the stockholders of Holding) hereby ratifies, confirms and approves each of the following instruments, plans and agreements:
(i) the Restated Certificate of Incorporation of Holding, as initially filed with the Secretary of State of the State of Delaware on February 13, 1996, and as amended and restated and filed with the Secretary of State of the State of Delaware on February 15, 1996, a complete copy of which is attached hereto as EXHIBIT E;
(ii) the By-Laws of Holding, a complete copy of which is attached hereto as EXHIBIT F (the "Holding By- Laws");
(iii) the Holding Option Plan, a complete copy of which is attached hereto as EXHIBIT G, and the reservation of 500,000 shares of Holding Common Stock to be issued pursuant to the Holding Option Plan; and
(iv) the form, terms and provisions of the Holding Shareholders' Agreement, a complete copy of which is attached hereto as EXHIBIT B.
