Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

Construction. [Sections 11.5, 11.7, 11.8, 11.9, 11.12, 11.13, 11.14, 11.15, 11.6 and 11.18]8]8]8]8]8]8]8]8]8] of the Merger Agreement are incorporated herein by reference, mutatis mutandis.

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Construction. [[Organization B:Organization]] shall have the right, subject to [[Organization A:Organization]] approval, which approval shall not be unreasonably withheld, conditioned, or delayed, to retain its own contractor (the “Outside Contractor”), designers, and engineers to perform the Phase 2 [[Organization B:Organization]] Improvements. Once commenced. [[Organization B:Organization]] shall promptly complete the Phase 2 [[Organization B:Organization]] Improvements in material compliance with the [[Organization B:Organization]] Phase 2 Working Drawings.

Construction. [[Organization B:Organization]] has the right, subject to [[Organization A:Organization]] approval, which approval shall not be unreasonably withheld, conditioned or delayed, to retain its own contractor (the “Outside Contractor”), designers and engineers to perform the [[Organization B:Organization]] Improvements. Once commenced, [[Organization B:Organization]] shall complete the [[Organization B:Organization]] Improvements in material compliance with the [[Organization B:Organization]] Working Drawings. [[Organization A:Organization]] and [[Organization B:Organization]] have agreed that the costs of such [[Organization B:Organization]] Improvements shall be paid by [[Organization B:Organization]], although [[Organization A:Organization]] shall provide [[Organization B:Organization]] an allowance not to exceed $356,343.75 or $26.25 per rentable square foot of the Expansion Space to be utilized toward the cost of the [[Organization B:Organization]] Improvements for the Expansion Space only (hereafter called the “T. I. Allowance”). The T. I. Allowance shall be used only for the payment of costs relating to the construction of the [[Organization B:Organization]] Improvements (including the cost of preparing the [[Organization B:Organization]] Working Drawings and a construction management fee payable to [[Organization A:Organization]]’s construction manager in the total amount of three percent (3%) of the total cost of the [[Organization B:Organization]] Improvements), which costs [[Organization A:Organization]] shall pay directly out of the T. I. Allowance, for the credit of [[Organization B:Organization]], and in no event shall any part of the T. I. Allowance be paid to or payable to [[Organization B:Organization]], except for the portion that is allocable to the purchase by [[Organization B:Organization]] of FF&E. Any costs of the [[Organization B:Organization]] Improvements which exceed the T. I. Allowance shall be the financial responsibility of [[Organization B:Organization]]. Any improvements to the Premises, other than as shown on the [[Organization B:Organization]] Working Drawings, and the furnishing of the Premises, shall be made by [[Organization B:Organization]] at the sole cost and expense of [[Organization B:Organization]], subject to all other provisions of this First Addendum and the Lease, including compliance with all applicable governmental laws, ordinances and regulations. [[Organization B:Organization]] may apply 10% of the T.I. Allowance for the purchase and installation of FF&E. The T.I. Allowance shall be paid monthly in arrears during completion of the [[Organization B:Organization]] Improvements in accordance with usual and customary construction disbursement procedures. [[Organization A:Organization]] shall be responsible for all demising costs (including, without limitation, construction of demising walls (except for finishing of the demising walls, such finishing shall mean painting, wall paper or covering, etc.) and relocation of utilities and mechanicals) associated with demising the Expansion Space.

Construction. A copy of the Plan has been made available to You and additional copies of the Plan are available upon request to the Company’s Corporate Secretary at the Company’s principal executive office during normal business hours. To the extent that any term or provision of this Certificate violates or is inconsistent with an express term or provision of the Plan, the Plan term or provision shall govern and any inconsistent term or provision in this Certificate shall be of no force or effect.

CONSTRUCTION. Language in all parts of this Agreement shall be construed as a whole according to its fair meaning. The parties agree that this Agreement is the product of joint authorship, and in the event of any ambiguity, the Agreement shall not be construed against any party.

Construction. The captions used in the Notice and this RSU Agreement are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

Construction. Words of any gender used in this Warrant shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. In addition, the pronouns used in this Warrant shall be understood and construed to apply whether the party referred to is an individual, partnership, joint venture, corporation, or an individual or individuals doing business under a firm or trade name, and the masculine, feminine and neuter pronouns shall each include the other and may be used interchangeably with the same meaning.

Construction. This Agreement (including [Schedule A] attached hereto, if applicable) shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.