Amendment Contract Clauses (38,133)

Amendment. This Agreement may not be amended except by the written consent of the parties. 1 A "senior foreign political figure" is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major non-U.S. political party, or a current or former senior executive of a non-U.S. government-owned commercial enterprise. In addition, a "senior foreign... political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. For purposes of this definition, a "senior official" or "senior executive" means an individual with substantial authority over policy, operations, or the use of government-owned resources. An "immediate family member" of a senior foreign political figure means spouses, parents, siblings, children and a spouse's parents and siblings. A "close associate" of a senior foreign political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure. 2 The term shell bank means a bank that does not maintain a physical presence in any country and is not subject to inspection by a banking authority. In addition, a shell bank generally does not employ individuals or maintain operating records. -12- 12. NOTICES. All notices, demands or requests required to be made or delivered under this Agreement shall be effective upon actual receipt and shall be made either by electronic (email) copy or in writing and delivered personally or by registered or certified mail or expedited courier, return receipt requested, postage prepaid, to the addresses below or to such other addresses as may be designated by the party entitled to receive the same by notice similarly given: If to CMF or to the Partnership: Ceres Managed Futures LLC 522 Fifth Avenue, New York, New York 10036 Attention: Patrick Egan Email: [email protected] If to the Advisor: AE Capital Pty Limited Suite 1/2A River St, South Yarra 3141 Melbourne Australia Attention: Darran Goodger Email: [email protected] or [email protected] 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. View More

Amendment. This Agreement may not be amended except by the written consent of the parties. 1 A "senior foreign political figure" is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major non-U.S. political party, or a current or former senior executive of a non-U.S. government-owned commercial enterprise. In addition, a "senior foreign... political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. For purposes of this definition, a "senior official" or "senior executive" means an individual with substantial authority over policy, operations, or the use of government-owned resources. An "immediate family member" of a senior foreign political figure means spouses, parents, siblings, children and a spouse's parents and siblings. A "close associate" of a senior foreign political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure. 2 The term shell bank means a bank that does not maintain a physical presence in any country and is not subject to inspection by a banking authority. In addition, a shell bank generally does not employ individuals or maintain operating records. 14 12. NOTICES. All notices, demands or requests required to be made or delivered under this Agreement shall be effective upon actual receipt and shall be made either by electronic mail (email) copy or in writing and delivered personally or by registered or certified mail or expedited courier, return receipt requested, postage prepaid, to the addresses below or to such other addresses as may be designated by the party entitled to receive the same by notice similarly given: If to CMF or to the Partnership: Ceres Managed Futures LLC 522 Fifth Avenue, 14th Floor New York, New York 10036 Attention: Patrick Egan Email: [email protected] If to the Advisor: SECOR Capital Advisors, LP One Penn Plaza, Suite 4625 New York, New York 10119 Attention: Robert Aurigema Email: [email protected] with a copy to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: David Nissenbaum Email: [email protected] 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. View More

Amendment. The Committee has the right to amend or alter this Agreement, Agreement and/or the Restricted Units and/or DERs; Performance Cash; provided, that no such amendment shall adversely affect Participant's material rights under this Agreement without Participant's consent.

Amendment. This The Agreement may be amended or modified only by a written agreement executed and delivered by each duly authorized officers of the Parties. Seller and Buyer. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 10 18 shall be void, ab initio.

Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by each duly authorized officers of the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 10 11 shall be void, ab initio.

Amendment. This Agreement may be amended, modified, superseded or canceled, in whole or in part, only by written instrument executed by Consultant Machinist and by an authorized representative of the Company.

Amendment. In accordance with the terms and conditions of the Agreement, the Agreement shall be amended as follows, effective as of the date hereof: a. The Recitals to the Agreement are hereby deleted and replaced in their entirety by the following: "WHEREAS, TP has previously entered into that the Licensors own, or have the right to license, certain Amended and Restated Sublicense Agreement (U.S.) dated January 12, 2018 (as amended by that certain First Amendment dated January 10, 2020, intellectual... property related to cannabis products; WHEREAS, the "Sublicense"), pursuant Licensors wish to which TOP sublicensed to TP certain rights in-licensed from Tikun Olam, Ltd., an Israeli corporation with registration number 514263771; WHEREAS, in exchange for certain equity consideration as further described herein, TP wishes to transfer and assign license to JP, and JP wishes to receive and assume from TP, (i) any and all each of TP's rights and responsibilities under the Sublicense; and (ii) Licensors, the skincare business developed under Sarah Dakar and/or Michael Indursky, including without limitation all related tradenames, knowledge, formulations, documentation, confidential information, customer and supplier lists, and packaging, and any trademarks, patents, copyrights, trade secrets, or other right to use such intellectual property relating to any in connection with over-the-counter cancer-related products and topical or transdermal skin care and body care beauty products; WHEREAS, in consideration of the foregoing (collectively, the "Skincare Business"); licenses and rights granted herein, JP will pay certain royalties to TO Holdings Group LLC, a Delaware limited liability company ("TO Holdings") that controls or indirectly controls its Affiliates, TO LLC and TOH, all as further described herein; and WHEREAS, JP has entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (the "Tender Agreement") with Ameri Holdings, Inc. and certain other parties signatory thereto and it is the express intention of the parties hereto that the transactions contemplated hereby will be not consummated until all of the conditions to the closing of transaction contemplated by the Tender Agreement have been satisfied. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:" b. Section 5.1 10.13 of the Agreement shall be deleted and replaced in its entirety by the following: "5.1 "10.13 Definition of Effective Date. For purposes of this Agreement, "Effective Date" means the date that all of the conditions to the consummation of the transactions contemplated by the Tender Agreement have been satisfied and JP has confirmed that the closing of the Tender Agreement shall occur within 24 hours. For the avoidance, in all cases, the Effective Date shall be deemed to have occurred prior to the consummation of the Tender Agreement. If the consummation of the Tender Agreement has not occurred by January 1, 2021, any party hereto may terminate this agreement by delivering written notice to the other parties." 2. Effect of Amendment. Except as specifically set forth in this Amendment, all of the terms, provisions, representations, warranties, covenants and conditions contained in the Agreement shall remain unmodified and unwaived by the terms of this Amendment, and shall remain in full force and effect in accordance with their respective terms, and are hereby ratified, approved and confirmed in all respects. This Amendment shall not constitute any party's consent or indicate its willingness to consent to any other amendment, modification or waiver of the Agreement, the schedules thereto or any instruments or agreements referred to herein or therein. This Amendment is supplemental to the Agreement and does, and shall be deemed to, form a part of, and shall be construed in connection with and as a part of, the Agreement for any and all purposes. View More

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by the Company, on the one hand, and the Investors, CGC, on the other hand.

Amendment. Unless otherwise provided in the Plan or this Grant Agreement, this Grant Agreement may be amended only by a written agreement executed by the Company and the Grantee.15. Grantee.16. Integrated Agreement. Any grant notice, this Grant Agreement and the Plan shall constitute the entire understanding and agreement of the Grantee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, representations or warranties between the Grantee and the 5 Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of any grant notice and this Grant Agreement shall survive any settlement of the Award and shall remain in full force and effect.16. effect.17. Severability. If one or more of the provisions of this Grant Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Grant Agreement to be construed so as to foster the intent of this Grant Agreement and the Plan.17. Plan.18. Counterparts. Any grant notice and this Grant Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.18. instrument.19. Governing Law and Venue. This Grant Agreement shall be interpreted and administered under the laws of the State of Delaware. For purposes of litigating any dispute that arises under this grant or this Grant Agreement, Award, the parties hereby submit to and consent to the jurisdiction of the State of Arizona, agree that such litigation shall be conducted in the courts of Maricopa County, Arizona, or the federal courts for the United States for the District of Arizona, where this grant is made and/or to be performed.19. performed.20. Other. The Grantee represents that the Grantee has read and is familiar with the provisions of the Plan and this Grant Agreement, and hereby accepts the Award subject to all of their terms and conditions. 7 21. Section 409A Compliance. Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from "non-qualified deferred compensation plans." Certain payments under this Grant Agreement could be considered to be payments under a "non-qualified deferred compensation plan." The additional 20% tax and interest do not apply if the payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee's termination of employment, the term "termination of employment" shall mean "separation from service" as defined in Treasury Regulation Section 1.409A-1(h). In addition, if the Grantee is a "specified employee" (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee's "separation from service," then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee's "separation from service." This Grant Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Grant Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Grantee by Section 409A. View More

Amendment. The In accordance and consistent with Section 409A of the Code, as applicable, the Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, the Award, prospectively or retroactively; provided that provided, that, no such amendment shall adversely affect the Participant's Grantee's material rights under this Agreement without the Participant's Grantee's consent. 5 21. 4 20. Section 409A. This Agreement is intended to either comply with or be exempt from... Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement either comply with Section 409A of the Code or are exempt therefrom and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Grantee on account of non-compliance with Section 409A of the Code. View More

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, the RSUs, prospectively or retroactively; provided that provided, that, no such amendment shall adversely affect the Participant's Grantee's material rights under this Agreement without the Participant's Grantee's consent. 5 21. 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is... consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Grantee on account of non-compliance with Section 409A of the Code. View More

Amendment. This Agreement may be amended by mutual consent but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act. 8 13. consent. 7 12. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement... shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York. View More

Amendment. This Agreement may be amended in writing by mutual consent but the consent of the Company must be obtained in conformity with parties hereto, subject to the requirements provisions of the Investment Company Act. 8 13. Act and the Articles. 15 14. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement... may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company Corporation is regulated as a BDC under the Investment Company Act and the Adviser is regulated as an investment adviser under the Advisers Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to Act and the Advisers Act, respectively, and any other then-current regulatory interpretations thereunder. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. View More

Amendment. The Board of Directors may from time to time amend, alter, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without approval of the stockholders of the Corporation, alter the provisions of the Plan so as to (a) materially increase the benefits accruing to participants under the Plan; (b) materially increase the number of securities which may be issued under the Plan; (c)... materially modify the requirements as to eligibility for participation in the Plan; or (d) decrease the Option Exercise Price of any option exercise agreements, by cancellation and substitution of options or otherwise; and provided, further, that no amendment may, without the consent of the Optionee, affect any then outstanding Stock Options or unexercised portions thereof. In addition, the approval of the Corporation's stockholders shall be sought for any amendment to the Plan or a Stock Option for which the Committee deems stockholder approval necessary in order to comply with Rule 16b-3." 5 EX-10.9 4 banf-ex109_11.htm EX-10.9 banf-ex109_11.htm EX-10.11 3 banf-ex1011_56.htm EX-10.11 banf-ex1011_56.htm Exhibit 10.9 FIFTEENTH 10.11 SIXTEENTH AMENDED AND RESTATED BANCFIRST CORPORATION STOCK OPTION PLAN 1. PURPOSE. This Fifteenth Sixteenth Amended and Restated BancFirst Corporation Stock Option Plan ("the Plan") incorporates the amendments to the Fourteenth Fifteenth Amended and Restated BancFirst Corporation Stock Option Plan adopted by the stockholders of BancFirst Corporation (the "Corporation") on May 23, 2019. 28, 2020. The Plan is intended as an incentive and to encourage stock ownership by certain key employees and officers of the Corporation in order to increase their proprietary interest in the Corporation's success. The Plan is intended to comply with Section 409A of the United States Tax Code. View More