Amendment and Termination Contract Clauses (869)

Grouped Into 33 Collections of Similar Clauses From Business Contracts

This page contains Amendment and Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Found in Trade Desk, Inc. contract
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Amendment and Termination. Due to the uncertain application of any statutes of limitations that may govern any Claim, this Agreement shall be of indefinite duration. No 16 amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing... waiver. View More
Found in MADRIGAL PHARMACEUTICALS, INC. contract
Amendment and Termination. No amendment, modification, supplement, termination or cancellation of this Agreement shall be effective unless it is in writing and signed by both the parties each party hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Found in Wall Street Media Co, Inc. contract
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties to be bound thereby. Notice of same shall be provided to all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), similar) nor shall such waiver constitute a continuing waiver.
Found in CoLucid Pharmaceuticals, Inc. contract
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Amendment and Termination. 14.1. The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in their Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A... of the Code have been met. View More
Found in BCB BANCORP INC contract
Amendment and Termination. 14.1. The 12.1The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan DCP or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in their his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan DCP unless the r...equirements of Section 409A of the Code have been met. View More
Found in ULTRA PETROLEUM CORP contract
Amendment and Termination. 14.1. The Board may, at any time, and in its discretion, alter, amend, modify, suspend suspend, or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in their Account his or her Account, whether or not vested, and provided, further, that, no payment of benefits shall occur upon termination... of the Plan unless the requirements of Section 409A of the Code have been met. View More
Found in Texas Capital Bancshares contract
Amendment and Termination. 14.1. 12.1 The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan DCP or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in their his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan DCP unless the requ...irements of Section 409A of the Code have been met. View More
Found in TALOS PETROLEUM LLC contract
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Amendment and Termination. The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable; provided, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the stockholders of the Company within twelve (12) months before or after its adoption. (b) Termination. The Administrator reserves the right at any time or times to suspend or terminate the Plan. In connection t...herewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable on the Exercise Date for the applicable Option Period or on such earlier date as the Administrator may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant's Account will be returned to the Participant, without interest. In the event that the Plan has not been approved by the stockholders of the Company prior to the one-year anniversary of the date the Plan is approved by the Board, all Options granted under the Plan will be cancelled and become null and void. Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time. 6 20. PARTICIPANTS' RIGHTS AS STOCKHOLDERS AND EMPLOYEES A Participant will have no rights or privileges as a stockholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant. Nothing contained in the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any Employee from one position to another within the Company or any Designated Subsidiary or any other Subsidiary at any time. View More
Found in Rallybio Corp contract
Amendment and Termination. The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable; provided, provided that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the stockholders of the Company within twelve (12) months before or after its adoption. (b) Termination. The Administrator reserves the right at any time or times to suspend or terminate the Plan. In con...nection therewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable on either at the Exercise Date for the applicable Option Period or on such earlier date as the Administrator Board may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant's Account will be returned to the Participant, without interest. -6- 19. APPROVALS Shareholder approval of the Plan will be obtained prior to the date that is twelve (12) months after the date of Board approval. In the event that the Plan has not been approved by the stockholders of the Company prior to the one-year anniversary of the date the Plan is approved by the Board, April 15, 2020, all Options granted to purchase shares of Stock under the Plan will be cancelled and become null and void. Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time. 6 20. PARTICIPANTS' RIGHTS AS STOCKHOLDERS AND EMPLOYEES A Participant will have no rights or privileges as a stockholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant. Nothing contained in the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any Employee from one position to another within the Company or any Designated Subsidiary or any other Subsidiary at any time. View More
Found in TransMedics Group, Inc. contract
Amendment and Termination. The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable; provided, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the stockholders of the Company within twelve (12) months before or after its adoption. (b) Termination. The Administrator reserves the right at any time or times to suspend or terminate the Plan. In connection t...herewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable on the Exercise Date for the applicable Option Period or on such earlier date as the Administrator may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant's Account will be returned to the Participant, without interest. In the event that the Plan has not been approved by the stockholders of the Company prior to the one-year anniversary of the date the Plan is approved by the Board, all Options granted under the Plan will be cancelled and become null and void. Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time. 6 20. PARTICIPANTS' RIGHTS AS STOCKHOLDERS AND EMPLOYEES A Participant will have no rights or privileges as a stockholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant. Nothing contained in the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any Employee from one position to another within the Company or any Designated Subsidiary or any other Subsidiary at any time. 6 21. RESTRICTIONS ON TRANSFER; INFORMATION REGARDING DISQUALIFYING DISPOSITIONS (a) Restrictions on Transfer. Shares of Stock purchased under the Plan may, in the discretion of the Administrator, be subject to a restriction prohibiting the transfer, sale, pledge or alienation of such shares of Stock by a Participant, other than by will or by the laws of descent and distribution, for such period following such purchase as may be determined by the Administrator. (b) Disqualifying Dispositions. By electing to participate in the Plan, each Participant agrees (or will be deemed to have agreed) to provide such information about any transfer of Stock acquired under the Plan that occurs within two years after the first day of the Option Period in which such Stock was acquired and within one year after the day such Stock was purchased as may be requested by the Company or any Designated Subsidiary in order to assist it in complying with applicable tax laws. View More
Found in Cyteir Therapeutics, Inc. contract
Amendment and Termination. The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable; provided, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the stockholders of the Company within twelve (12) months before or after its adoption. (b) Termination. The Administrator reserves the right at any time or times to suspend or terminate the Plan. In connection t...herewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable on the Exercise Date for the applicable Option Period or on such earlier date as the Administrator may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant's Account will be returned to the Participant, without interest. In the event that the Plan has not been approved by the stockholders of the Company prior to the one-year anniversary of the date the Plan is approved by the Board, all Options granted to purchase shares of Stock under the Plan will be cancelled and become null and void. Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time. 6 20. PARTICIPANTS' RIGHTS AS STOCKHOLDERS AND EMPLOYEES A Participant will have no rights or privileges as a stockholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant. Nothing contained in the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any Employee from one position to another within the Company or any Designated Subsidiary or any other Subsidiary at any time. 6 21. RESTRICTIONS ON TRANSFER; INFORMATION REGARDING DISQUALIFYING DISPOSITIONS (a) Restrictions on Transfer. Shares of Stock purchased under the Plan may, in the discretion of the Administrator, be subject to a restriction prohibiting the transfer, sale, pledge or alienation of such shares of Stock by a Participant, other than by will or by the laws of descent and distribution, for such period following such purchase as may be determined by the Administrator. (b) Disqualifying Dispositions. By electing to participate in the Plan, each Participant agrees (or will be deemed to have agreed) to provide such information about any transfer of Stock acquired under the Plan that occurs within two years after the first day of the Option Period in which such Stock was acquired and within one year after the day such Stock was purchased as may be requested by the Company or any Designated Subsidiary in order to assist it in complying with applicable tax laws. View More
Found in LifeStance Health Group, Inc. contract
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Amendment and Termination. Subject to the terms of the Plan, the Company may amend or terminate this Award Agreement or the Plan at any time.8. BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any DSUs and related dividend equivalents that vest before you die but are settled after you die. This may be done only on a Beneficiary Designation Form and by following the rules described in that Form. The Beneficiary Designation Form does not need to be completed now and is not required as a condit...ion of receiving your Award. However, if you die without completing a Beneficiary Designation Form or if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.9. TRANSFERRING YOUR DSUs AND RELATED DIVIDEND EQUIVALENTS. Except as described in Section 8, your DSUs and related dividend equivalents may not be transferred to another person. Also, the Committee may allow you to place your DSUs and related dividend equivalents into a trust established for your benefit or the benefit of your family. Contact the Third Party Administrator for further details. View More
Found in Scotts Miracle-Gro Company contract
Amendment and Termination. Subject to the terms of the Plan, the Company may amend or terminate this Award Agreement or the Plan at any time.8. BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive the any DSUs RSUs and related dividend equivalents Dividend Equivalents that may vest before you die per the terms of this Award Agreement but are settled after you die. This may be done only on a the Beneficiary Designation Form and prescribed by following the rules described in that Form. Company or ...the Third Party Administrator. The Beneficiary Designation Form does need not need to be completed now and is not required as a condition of receiving your Award. However, if If you die without completing a Beneficiary Designation Form or if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.9. TRANSFERRING YOUR DSUs RSUs AND RELATED DIVIDEND EQUIVALENTS. Except as described in Section 8, your DSUs RSUs and related dividend equivalents Dividend Equivalents may not be transferred to another person. Also, the Committee may allow you to place your DSUs RSUs and related dividend equivalents Dividend Equivalents into a trust established for your benefit or the benefit of your family. Contact the Third Party Administrator for further details. View More
Found in Scotts Miracle-Gro Company contract
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Amendment and Termination. (a) Amendment. The Company may amend the Plan or any Agreement at any time and for any reason by action of the Committee. However, the Company may not amend the Plan or any Agreement in a manner that has the effect of reducing any outstanding award (an award that has been granted but not yet paid), except for an amendment that is required by law or for 2 which the failure to adopt the amendment would have adverse tax consequences to the Participant. (b) Termination. The Committee may terminate t...he Plan at any time and grant no further Restricted Fund Shares. View More
Found in Piper Jaffray Companies contract
Amendment and Termination. (a) Amendment. The Company may amend the Plan or any Agreement at any time and for any reason by action of the Committee. However, the Company may not amend the Plan or any Agreement in a manner that has the effect of reducing any outstanding award (an award that has been granted but not yet 2 paid), except for an amendment that is required by law or for 2 which the failure to adopt the amendment would have adverse tax consequences to the Participant. (b) Termination. The Committee may terminate... the Plan at any time and grant no further Restricted Fund Shares. View More
Found in Piper Jaffray Companies contract
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Amendment and Termination. (a) Plan Amendment, Suspension or Termination. The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it will deem advisable, provided that the Board must approve any amendment for which shareholder approval is required under Applicable Law. No amendment will be effective absent shareholder approval if required by Applicable Law, including any amendment that would increase the Share Reserve or ISO Limit. Fol...lowing termination of the Plan, outstanding Awards previously granted will remain outstanding in accordance with their terms and conditions and the Plan's terms and conditions. (b) Award Amendment. The Plan Administrator may amend any Award at any time. However, the Plan Administrator may not amend an Award in a manner that materially adversely impacts the rights of the Participant holding that Award without the Participant's written consent. A Participant will not be deemed to have been materially adversely impacted if, without the consent of the Participant, the Plan Administrator amends an Award: (i) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (ii) to change the terms of an Incentive Stock Option, to the extent such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (iii) to clarify the manner of exemption from, or to bring the Award into compliance with Section 409A, (iv) to correct clerical or typographical errors, or (v) to comply with other Applicable Law. View More
Found in Mangomill plc contract
Amendment and Termination. (a) Plan Amendment, Suspension or Termination. The Board or the Compensation Committee Administrator may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it will deem advisable, provided that the Board must approve any amendment for which shareholder approval is required under Applicable Law. advisable. No amendment will be effective absent shareholder stockholder approval if required by Applicable Law, including any amendment that would increas...e the Share Reserve or ISO Limit. Following termination of the Plan, outstanding Awards previously granted will remain outstanding in accordance with their terms and conditions and the Plan's terms and conditions. (b) Award Amendment. The Plan Administrator may amend any Award at any time. However, the Plan Administrator may not amend an Award in a manner that materially adversely impacts the rights of the Participant holding that Award without the Participant's written consent. A Participant will not be deemed to have been materially adversely impacted if, without the consent of the Participant, the Plan Administrator Board amends an Award: (i) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (ii) to change the terms of an Incentive Stock Option, Option to the extent such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (iii) to clarify the manner of exemption from, or to bring the Award into compliance with Section 409A, (iv) to correct clerical or typographical errors, or (v) to comply with other Applicable Law. Laws. 13 15. No Individual Rights. (a) No individual or Participant will have any claim to be granted any Award under the Plan. The Company has no obligation for uniformity of treatment of Participants under the Plan. (b) Nothing in the Plan or any Award will be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other service relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant's Service relationship at any time, with or without cause. View More
Found in Applied Optoelect contract
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Amendment and Termination. (a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such 21 amendment, alteration, suspension, discontinuance or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or i...nter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder approval. (b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after a Participant's Termination); provided, that, other than pursuant to Section 12, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered a "repricing" for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted. View More
Found in American Renal Associates Holdings, Inc. contract
Amendment and Termination. (a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such 21 amendment, alteration, suspension, discontinuance discontinuation or termination shall be made without stockholder shareholder approval if (i) such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any applicable rules ...or regulations requirements of any securities exchange or inter-dealer quotation system service on which the securities shares of the Company Common Stock may be listed or quoted) or quoted, for changes in GAAP to new accounting standards; (ii) it would materially increase standards, or to prevent the number of securities which may be issued Company from being denied a tax deduction under the Plan (except for increases pursuant to Section 5 or 12 162(m) of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; Code); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. beneficiary, unless the Committee determines that such amendment, alteration, suspension, discontinuance or termination is either required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan 14(b) without stockholder shareholder approval. (b) Amendment of Award Agreements. The Committee may, to the extent consistent not inconsistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after a the Participant's Termination); termination of employment or service with the Company); provided, that, other than pursuant to Section 12, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; Participant unless the Committee determines that such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is either required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation; provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, if (i) no amendment or modification may reduce the Committee reduces the Exercise Price of any Option or the Strike Price of any SAR; SAR, (ii) the Committee may not cancel cancels any outstanding Option or SAR and replace replaces it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment in a manner that would either (A) be reportable on the Company's proxy statement or Form 10-K (if applicable) as Options that have been "repriced" (as such term is greater than used in Item 402 of Regulation S-K promulgated under the intrinsic value (if any) of Exchange Act), or (B) result in any "repricing" for financial statement reporting purposes (or otherwise cause the cancelled Option or SAR; and Award to fail to qualify 18 for equity accounting treatment), (iii) the Committee may not take takes any other action which that is considered a "repricing" for purposes of the stockholder shareholder approval rules of any the applicable securities exchange or inter-dealer quotation system service on which the securities Common Stock is listed or quoted, or (iv) the Committee cancels any outstanding Option or SAR that has a per-share Exercise Price or Strike Price (as applicable) at or above the Fair Market Value of a share of Common Stock on the date of cancellation, and pays any consideration to the holder thereof, whether in cash, securities, or other property, or any combination thereof, then, in the case of the Company are listed or quoted. immediately preceding clauses (i) through (iv), any such action shall not be effective without shareholder approval. View More
Found in J.Jill, Inc. contract
Amendment and Termination. (a) Amendment and Termination of the Plan. The Board Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such 21 amendment, alteration, suspension, discontinuance discontinuation or termination shall be made without stockholder shareholder approval if (i) such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules o...r regulations requirements of any securities exchange or inter-dealer quotation system service on which the securities shares of the Company Common Stock may be listed or quoted) quoted or for changes in GAAP to new accounting standards; (ii) it would materially increase standards, to prevent the number of securities which may be issued Company from being denied a tax deduction under the Plan (except for increases pursuant to Section 5 or 12 162(m) of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; Code); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan 14(b) without stockholder approval. 24 (b) Amendment of Award Agreements. The Committee may, to the extent consistent not inconsistent with the terms of any applicable Award Agreement, agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, agreement, prospectively or retroactively (including after a Participant's Termination); provided, that, other than pursuant to Section 12, termination of employment or service with the Company); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder shareholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that in a manner which would either (A) be reportable on the Company's proxy statement as Options which have been "repriced" (as such term is greater than used in Item 402 of Regulation S-K promulgated under the intrinsic value (if any) of Exchange Act), or (B) result in any "repricing" for financial statement reporting purposes (or otherwise cause the cancelled Option or SAR; Award to fail to qualify for equity accounting treatment) and (iii) the Committee may not take any other action which is considered a "repricing" for purposes of the stockholder shareholder approval rules of any the applicable securities exchange or inter-dealer quotation system service on which the securities of the Company are Common Stock is listed or quoted. View More
Found in The Children's Place, Inc. contract
Amendment and Termination. (a) Amendment and Termination of the this Plan. The Board may amend, alter, suspend, discontinue, or terminate the this Plan or any portion thereof at any time; provided, that (i) no amendment to the definition of Eligible Employee in Section 2, Section 5(b), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such 21 amendment, alteration, suspension, discontinuance discontinuation or termination sha...ll be made without stockholder approval if (i) such approval is necessary to comply with any tax or regulatory requirement applicable to the this Plan (including, without limitation, as necessary to comply with any rules or regulations requirements of any securities exchange or inter-dealer quotation system on which the securities of the Company Common Stock may be listed or quoted) quoted or for changes in GAAP to new accounting standards; (ii) it would materially increase prevent the number of securities which may be issued Company from being denied a tax deduction under the Plan (except for increases pursuant to Section 5 or 12 162(m) of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder approval. (b) 14 (c) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, agreement, prospectively or retroactively (including after a Participant's Termination); retroactively; provided, that, other than pursuant to Section 12, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; and, provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the this Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other SAR, another Award or cash payment or take any action that is greater than would have the intrinsic value (if any) effect of the cancelled Option treating such Award as a new Award for tax or SAR; accounting purposes and (iii) the Committee may not take any other action which that is considered a "repricing" for purposes of the stockholder approval rules of any the applicable securities exchange or inter-dealer quotation system on which the securities of the Company are Common Stock is listed or quoted. View More
Found in MYOS RENS TECHNOLOGY INC. contract
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Amendment and Termination. Subject to the terms of the Plan, this Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.
Found in SEACOR Marine Holdings Inc. contract
Amendment and Termination. Subject to the terms of the Plan, this This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.
Found in Nuverra Environmental Solutions, Inc. contract
Amendment and Termination. Subject to the terms of the Plan, this This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.
Found in Era Group Inc. contract
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Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.
Found in RELMADA THERAPEUTICS, INC. contract
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing and is signed by both parties hereto.
Found in JMP GROUP LLC contract
Amendment and Termination. No Subject to Section 20, no amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.
Found in Arlo Technologies, Inc. contract
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Amendment and Termination. No amendment or termination of this Restricted Stock Agreement which would impair the rights of the Employee shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will adversely affect the right, title and interest of the Employee under this Restricted Stock Agreement or to Restricted Stock granted hereunder without the written consent of the Employee.18. No Guarantee of Employment. Thi...s Restricted Stock Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee's employment or other service at any time.19. Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Restricted Stock otherwise deliverable upon satisfaction of the conditions precedent under this Restricted Stock Agreement (and other amounts payable under this Restricted Stock Agreement) in an amount sufficient to satisfy withholding of any federal, state or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements unless the Employee has elected to have an additional amount (up to the maximum allowed by law) withheld. View More
Found in Chico's FAS, Inc. contract
Amendment and Termination. No amendment or termination of this Restricted Stock Performance Award Agreement which would materially impair the rights of the Employee shall be made by the Board, Board of Directors, the Committee Committee, its delegee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will materially adversely affect the right, title and interest of the Employee under this Restricted Stock Performance Award Agreement or to Restricted St...ock the Performance Award granted hereunder without the written consent of the Employee.18. No Employee.21.No Guarantee of Employment. This Restricted Stock Performance Award Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee's employment or other service at any time.19. Withholding time.22.Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Restricted Common Stock otherwise deliverable upon satisfaction of the conditions precedent under this Restricted Stock Performance Award Agreement (and other amounts payable under this Restricted Stock Performance Award Agreement) in an amount sufficient to satisfy withholding of any U.S. or Canadian federal, state or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements requirements, unless the Employee has elected to have an additional amount withheld (up to the maximum allowed by law) withheld. law). View More
Found in Chico's FAS, Inc. contract
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