Amendment Contract Clauses (38,133)

Amendment. The Committee has the right to amend this Agreement, amend, alter, suspend, discontinue or cancel the Performance Units, prospectively or retroactively; provided, that, no such amendment shall materially impair the previously accrued rights of the Grantee under this Agreement without the Grantee's consent, subject to the provisions of Section 16.1 21 of the Plan.

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator Committee as contemplated by Section 10.7(b) of in the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: Grantee, (a) this Agreement may be amended or supplemented from time to time as approved by the Plan Administrator Committee (i) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company's stockholders, and stockholders and, provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby hereby, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator Company and a new Award made in substitution therefor, provided provided, that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. Options. View More

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator as contemplated by Section 10.7(b) of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: (a) Grantee, the provisions of this Agreement Award may be amended or supplemented from time to time as approved by the Plan Administrator (i) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject subject, however, to any required approval of the Company's stockholders, and stockholders and, provided, in each case, that such changes or corrections will shall not adversely affect the rights of the Grantee with respect to the Award evidenced hereby without the Grantee's consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. laws. View More

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator as contemplated by Section 10.7(b) 10.6(b) or Section 10.7(b), as applicable, of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: (a) this Agreement may be amended or supplemented from time to time as approved by the Plan Administrator (i) to cure any ambiguity or to correct or supplement any provision... herein that may be defective or inconsistent with any other provision herein, (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company's stockholders, and provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. 7 14. Grantee Employment or Status as a Director. Nothing contained in this Agreement, and no action of the Company or the Plan Administrator with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ of the Company or any Subsidiary or as a non-employee director of the Company or interfere in any way with the right of the Company or any employing Subsidiary (or the Company's stockholders in the case of a non-employee director) to terminate the Grantee's employment or service, as applicable, at any time, with or without Cause, subject to the provisions of any employment agreement between the Grantee and the Company or any Subsidiary. View More

Amendment. (a) Section 2.1(b) of the Royalty Agreement 3.5 is hereby amended by replacing the date "February 16, 9, 2016" in the last proviso of the first sentence thereof with the date "February 26, 16, 2016".

Amendment. Effective as of October 14, August 26, 2016 (the "Amendment Effective Date"): Date"), the defined term "Termination Date" in Section 2 1.01 of the Agreement is hereby amended by deleting the definition of "Uncommitted Amount" to read in its entirety and replacing it as follows: "Termination Date" shall mean August 25, 2017 or such earlier date on which this Repurchase Agreement shall terminate in accordance with the following: "Uncommitted Amount" shall mean (i) on provisions hereof or prior to... December 2, 2016, $250,000,000, and (ii) at all other times, $50,000,000. by operation of law. Section 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement. Section 3. Effectiveness. This Amendment Number Eight shall become effective as of the date that the Agent shall have received: (a) counterparts hereof duly executed by each of the parties hereto, and (b) counterparts of that certain Amendment Number Seven to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto. Section 4. Fees and Expenses. Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Sixteen Eight (including any Commitment Fee or extension fee due and payable, all reasonable fees and out of pocket costs and expenses of the Buyer's or Agent's legal counsel) in accordance with Sections 23 Section 13.04 and 25 13.06 of the Agreement. Section 3. 5. Representations. Seller hereby represents to Buyer and Agent that as of the date hereof, hereof and taking into account the terms of this Amendment Number Eight, Seller Parties are is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. Section 4. 6. Binding Effect; Governing Law. This Amendment Number Sixteen Eight shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER SIXTEEN EIGHT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). Section 5. 7. Counterparts. This Amendment Number Sixteen Eight may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Section 6. 8. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Sixteen Eight need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. View More

Amendment. (a) Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that in the event the Participant's employment or service with the Company is terminated on a date (the "Early Vesting Date") prior to the third anniversary of the date of the grant either by the Company without Cause (as such term is defined in the Employment Agreement), or by the Participant as a result of a Constructive Discharge (as such term is defined in the Employment... Agreement), then the Participant's interest Company's repurchase option described in Section 4 of the Agreement shall be limited to a number portion of the Award Shares shall become vested and nonforfeitable, in the manner Shares, as described in subsection (b) below. (b) The portion of the Award Shares in over which the Participant's interest shall be vested and nonforfeitable, Company may exercise its repurchase option, in the circumstances described in subsection (a) above, shall be equal to the difference of: (1) the total number of Award Shares, minus (2) that number of whole shares of Common Stock that most nearly equals, but does not exceed an amount equal to the product: (1) product of (A) the total number of Award Shares, multiplied by (2) 1 (B) the quotient of (A) the number of calendar days from the date of grant through the Early Vesting Date, divided by (B) the number of calendar days from the date of grant through the third anniversary of the date of grant. 1 3. Effect on the Agreement. Except as specifically amended by this Amendment, all terms of the Agreement shall remain in full force and effect. The term "Agreement" as used in the Agreement shall mean the Agreement as amended by this Amendment. View More

Amendment. The Board of Directors Company has the right to amend, alter, suspend, discontinue or cancel the RSUs, Restricted Stock Units, prospectively or retroactively; provided, that, provided that no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

Amendment. The Board of Directors has the right to amend, alter, suspend, discontinue or cancel the RSUs, Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

Amendment. The Board of Directors or the Compensation Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent. 5 22. [Reserved.]

Amendment. This Agreement shall may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

Amendment. This Agreement shall not be altered, amended, modified or amended supplemented except by a written instrument signed by each of the parties hereto.

Amendment. This Agreement shall may not be altered, modified modified, or amended except by a written instrument signed by each of the parties hereto.

Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a the Trust. 13. 16 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written consent of... the affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a the Trust and (B) limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by the Trust, including but not limited to, Typesetting services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, and the Agreement Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and the Trust is free to attempt to contract 17 directly with the Vendor for the provision of the Vendor Eligible Services. (c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust. View More

Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a the Trust. 13. 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective permitted successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written... consent of the affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) at least ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the type, quality, nature, or provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a an Authorized Person of the Trust and (B)limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (c) BNY Mellon, in the course of providing certain additional services requested by a Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or be obligated to perform any Fund may assign this Agreement to, and the Agreement may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action by the Trust on behalf of such Fund, or Vendor Eligible Services unless an agreement between BNY Mellon and (ii) the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Trust Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Fund will pay to BNY Mellon, or cause the Sponsor or other party to pay to BNY Mellon, such fees as may assign or transfer this Agreement be agreed to any Invesco affiliate, provided in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Fund. View More

Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a Trust. 13. Assignment; Subcontracting. (a) the Trust to be bound thereby, and authorized or approved by the Trust's Sponsor. (b) This Agreement shall extend inure to the benefit of and shall be binding upon the parties hereto, and their respective permitted successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust... without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Trust. (b) assigns. (c) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) for the avoidance of doubt, BNY Mellon will be liable for any costs, expenses, damages, liabilities or claims incurred by the Trust and/or a Fund as a result of the acts or failures to act by any BNY Mellon Affiliate to the extent that BNY Mellon itself would itself be liable for such acts or omissions under this Agreement had it performed or not performed the relevant act or omission itself; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall require the prior written consent of the Trust; and (iii) BNY Mellon, in the course of providing certain additional services requested by a Trust Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall not relieve only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, Vendor and the Agreement status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust. View More

Amendment. The provisions of this Note may be changed only by a written agreement executed by the Company Borrower and Holder.

Amendment. The provisions of this Note may be changed only by a written agreement executed by the Company Borrower and Holder.

Amendment. The provisions of this Note Debenture may be changed only by a written agreement executed by the Company and Holder.

Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without the Participant's consent, if the amendment does not materially impair the Participant's rights hereunder or as otherwise permitted in Section 4(f), above. hereunder.

Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without Participant's consent, if the amendment does not materially impair Participant's rights hereunder or as otherwise permitted in Section 4(f), above. hereunder.

Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without Participant's consent, if the amendment does not materially impair Participant's rights hereunder or as otherwise permitted in Section 4(f), above. hereunder.