Grouped Into 1,148 Collections of Similar Clauses From Business Contracts
This page contains Governing Law clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State and the federal laws of the United States of America, without regard to the conflict of laws rules thereof.
Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York Virginia applicable to agreements made and to be performed entirely within such State and the federal laws of the United States of America, without regard to the conflict of laws rules thereof.
Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 3 WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Governing Law. To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of Delaware, without giving effect to principles of conflicts of laws. SCHEDULE 1 TO EXHIBIT A TERMINATION AND CHANGE IN CONTROL PROVISIONS UNDER THE EXPRESS SCRIPTS HOLDING COMPANY 2016 LONG-TERM INCENTIVE PLAN STOCK OPTION GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS I. Termination of Service of Non-Employee Director (A) Generally. Except as provided herein, if Optionee's service as a member of the Bo...ard terminates, then any portion of the Option that has not vested as of the date of such termination shall terminate as of such date, and the unvested portion of the Option shall be forfeited to the Company without payment therefor. (B) Death. If Optionee's service as a member of the Board terminates because of his or her death, then the Option, to the extent it has not expired or been terminated, shall vest and become exercisable in full, and may be exercised by the Optionee's Successor at any time, or from time to time, within one year after the date of Optionee's death. (C) Disability. If Optionee's service as a member of the Board terminates because of Disability, then the Option, to the extent it has not expired or been terminated, shall vest and become exercisable in full, and Optionee or Optionee's Successor may exercise such Option at any time, or from time to time, within one year after the date of Optionee's Disability. (D) Retirement. The termination of Optionee's service as a member of the Board after attainment of age 65 for any reason other than death or Disability shall be considered a Retirement, subject to the following: 1. Tenured Retirement. After attainment of age 70, Optionee's Retirement shall be deemed to be a "Tenured Retirement". Upon a Tenured Retirement, the Option, to the extent it has not expired or been terminated, shall vest and become exercisable in full, and may be exercised by the Optionee, or Optionee's Successor at any time, or from time to time, up to and including the date the Option expires.View More
Governing Law. To the extent federal law does not otherwise control, this Option Agreement shall be governed by the laws of Delaware, without giving effect to principles of conflicts of laws. SCHEDULE 1 TO EXHIBIT A TERMINATION CERTAIN TERMINATIONS AND CHANGE IN CONTROL PROVISIONS UNDER THE EXPRESS SCRIPTS HOLDING COMPANY 2016 LONG-TERM INCENTIVE PLAN STOCK OPTION GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS AGREEMENT I. Termination Certain Terminations of Service of Non-Employee Director Employment (A) Generally. ...Except as provided herein, if Optionee's service as a member of the Board terminates, then any portion of the Option that has not vested as of the date of such termination shall terminate as of such date, and the unvested portion of the Option shall be forfeited to the Company without payment therefor. (B) Death. If Optionee's service as a member of the Board employment terminates because of his or her death, then the Option, to the extent it has not expired or been terminated, shall vest and become exercisable in full, and may be exercised by the Optionee's Successor at any time, or from time to time, within one year after the date of Optionee's death. (C) (B) Disability. If Optionee's service as a member of the Board employment terminates because of Disability, then the Option, to the extent it has not expired or been terminated, shall vest and become exercisable in full, and Optionee or Optionee's Successor may exercise such Option at any time, or from time to time, within one year after the date of Optionee's Disability. (C) Retirement. If Optionee's employment terminates because of Retirement (as defined below), any portion of the Option that has not vested as of the date of Retirement shall terminate as of such date, and the unvested portion of the Option shall be forfeited to the Company without payment therefor. In such case, the Optionee may exercise vested Options, to the extent not expired, at any time, or from time to time, within one year after the date of Retirement. For purposes of this Option Agreement, the term "Retirement" means a termination of employment after the attainment of age 60 and five (5) years of continuous service with the Company or any of its Affiliates. (D) Retirement. The Termination for Cause. Upon termination of Optionee's service as a member employment by the Company or an Affiliate for Cause, the Option, to the extent not previously exercised, shall immediately terminate. (E) Expiration of Term. Any portion of the Board after attainment Option that is, or becomes, exercisable upon termination of age 65 for employment which is not exercised within the applicable period set forth in the Option Agreement (including this Schedule 1) or pursuant to an Applicable Employment Agreement shall terminate as of the end of the applicable period; provided, however, that the Company may cause, or authorize its third-party vendor to cause, any reason other than death or Disability shall remaining vested portion of the Option to automatically be considered a Retirement, subject exercised on the last date of the applicable period, to the following: extent it has not previously been exercised or forfeited. Notwithstanding the foregoing, or any other provision of the Plan, the Option Agreement, the Grant Notice, this Schedule 1, or an Applicable Employment Agreement to the contrary, in no event shall the Option be exercisable after expiration of the Term. II. Change in Control (A) Acceleration of Vesting Upon Change in Control After Which No Public Market for Company or Exchange Stock Exists 1. Tenured Retirement. After attainment Acceleration of age 70, Optionee's Retirement shall be deemed to Vesting. Upon the occurrence of a Change in Control after which there will not be a "Tenured Retirement". Upon generally recognized U.S. public market for the Company's Common Stock, for common stock for which the Company's Common Stock is exchanged or for the common stock of a Tenured Retirement, successor or acquirer entity, the Option, to the extent it has not expired or been terminated, shall shall, to the extent not yet exercisable, vest and become exercisable in full, and may be exercised by the Optionee, or Optionee's Successor at any time, or from time to time, up to and including the date the Option expires. full. View More
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts entered into and to be performed wholly within said state. The Company and the Holder agree that any action based upon this Agreement may be brought in the United States and state courts of Nevada only and the Holder submits to the jurisdiction of such courts for all purposes hereunder.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada New York applicable to contracts entered into and to be performed wholly within said state. The State; and the Company and the Holder Holders agree that any action based upon this Agreement may be brought in the United States and state courts of Nevada New York County, New York only and the Holder Holders submits to the jurisdiction of such courts for all purposes hereunder.
Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.
Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of Delaware, New York, without regard to the conflict of laws provisions thereof.
Governing Law. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of North Carolina, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Governing Law. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State Country of North Carolina, England, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the Law of the State of Florida, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction.
Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the Law of the State of Florida, New York, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction.
Governing Law. This Amendment shall be governed by and subject to the laws of the State of Delaware (determined without reference to the choice of law provisions thereof).
Governing Law. This Second Amendment shall be governed by and subject to the laws of the State of Delaware (determined without reference to the choice of law provisions thereof).
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the state of Delaware. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the state of Delaware. In the event that litigation results from, or arises out of, this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable a...ttorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.View More
Governing Law. This agreement and all transactions contemplated hereby, in this Agreement shall be governed by, construed and enforced in accordance with the laws of the state State of Delaware. Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Las Vegas County in the state State of Delaware. Nevada. In the event that litigation results from, from or arises out of, of this Agreement or the performance ...thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. This Agreement is a legally binding instrument upon the execution of both the undersigned and at least one Director from the Company. View More
Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Performance Unit Award Agreement Date of Grant: [●] [EMPLO...YEE NAME] 25. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee's legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. Company may require Employee or Employee's legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.View More
Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Performance Unit Award Agreement Date of Grant: [●] [EMPLO...YEE NAME] 25. 6 26. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee's legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. Company may require Employee or Employee's legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine. View More
