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. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Texas and applicable federal law.
Governing Law. The validity, construction and effect of this Award Agreement shall be determined in accordance with the laws of the State of Texas Illinois and applicable federal law.
Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Texas New York and applicable federal law.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.12. Government Tax Withholding Obligations. (a) General. As a condition to the (a) vesting of the PRSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company, the minimum amount sufficient to sa...tisfy any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant's FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs (the "Withholdings"). Unless payment of the Withholdings, are made by the Participant pursuant to the previous sentence, the PRSUs shall either not vest or the Company shall have no obligation to deliver or issue a certificate or book-entry transfer for such shares of Common Stock. At the Company's sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and require that the proceeds of the sale be conveyed by the broker directly to the Company. If the Company makes this election, the Company in its sole discretion can further require the Participant to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Securities Exchange Act of 1934 so as to permit the sale of such shares of Common Stock during periods where trading by the Participant would otherwise be restricted.View More
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.12. Government Tax Withholding Obligations. (a) General. of Tax. As a condition to the (a) vesting of the PRSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, as applicable, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company, Company to c...over, the minimum amount sufficient to satisfy of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant's FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs (the "Withholdings"). Unless payment of Without limiting the Withholdings, are made by foregoing, the Company, in its sole discretion, may permit or require the Participant pursuant to the previous sentence, the PRSUs shall either not vest or the Company shall have no obligation to deliver or issue a certificate or book-entry transfer for satisfy such Withholdings by having shares of Common Stock. At Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant in respect of the PRSUs hereunder. Further, at the Company's sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and require that the proceeds of the sale be conveyed by the broker directly to the Company. If the Company makes this election, the 8 Company in its sole discretion can further require the Participant to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Securities Exchange Act of 1934 so as to permit the sale of such shares of Common Stock during periods where trading by the Participant would otherwise be restricted. View More
Governing Law. This Note is delivered in and shall be enforceable in accordance with the laws of the State of Florida (other than its conflict of laws principles) and shall be construed in accordance therewith, and shall have the effect of a sealed instrument.
Governing Law. This Note is delivered in and shall be enforceable in accordance with the laws of the State of Florida Delaware (other than its conflict of laws principles) and shall be construed in accordance therewith, and shall have the effect of a sealed instrument.
Governing Law. The Agreement, RSUs and all related documentation and matters shall be construed in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable Federal law.
Governing Law. The Agreement, RSUs PRSUs and all related documentation and matters shall be construed in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable Federal law.
Governing Law. The Independent Directors Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the internal laws of the State of California. EX-10.22 5 d887446dex1022.htm EX-10.22 EX-10.22 Exhibit 10.22 HERBALIFE LTD. AMENDED AND RESTATED INDEPENDENT DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT PLAN 1. Establishment of Plan; Purpose The Herbalife Ltd. (the " Company ") the Independent Directors Deferred Compensation and Stock Unit Plan (the " Independent ...Directors Plan ") was initially adopted on January 15, 2006. The Independent Directors Plan is hereby amended and restated in its entirety effective as of August 29, 2006. Prior to January 1, 2009, the Independent Directors Plan provided for the award of Stock Units under Section 9 of the Herbalife Ltd. 2005 Stock Incentive Plan (the " Plan "). From and after January 1, 2009, the Independent Directors Plan provides for the award of Stock Appreciation Rights under Section 8 of the Plan. The Independent Directors Plan is intended to be a part of the Plan and the terms of the Plan are incorporated herein by reference. The purpose of the Plan is to facilitate equity ownership in the Company by its Independent Directors through the award of equity-based compensation awards under the Plan. In addition, the following words have the following meanings unless a different meaning plainly is required by the context: (a) " Deferral Account " means the accounting entry made with respect to each Participant for the purpose of maintaining a record of each Participant's benefit under the Independent Directors Plan. (b) " Effective Date " means January 15, 2006. (c) " Grant Date " means a date on which Stock Units or Stock Appreciation Rights are granted pursuant this Independent Directors Plan. (d) " Independent Director " means a member of the Board who, at all relevant times, has been determined by the Board to be independent. (e) " Participant " means an Independent Director who has received a Stock Unit award hereunder. (f) " Plan Year " means January 15 of each calendar year to January 14 of the next following calendar year. The first Plan Year shall commence on the Effective Date and end on January 14, 2007.View More
Governing Law. The Independent Directors Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the internal laws of the State of California. EX-10.22 5 d887446dex1022.htm EX-10.22 EX-10.22 -17- EX-10.25 3 hlf-ex1025_360.htm EX-10.25 hlf-ex1025_360.htm Exhibit 10.22 10.25 HERBALIFE LTD. AMENDED LTD.AMENDED AND RESTATED INDEPENDENT RESTATEDNON-MANAGEMENT DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT PLAN 1. Establishment of Plan; Purpose The Herbalife Ltd. (...the " Company ") the Independent "Company") Non-Management Directors Deferred Compensation and Stock Unit Plan (the " Independent Directors Plan ") "Directors Plan") was initially adopted on January 15, 2006. The Independent Directors Plan is hereby amended and restated in its entirety effective as of August 29, 2006. May 6, 2010 (the "Restatement Effective Date"). Prior to January 1, 2009, the Independent Directors Plan provided for the award of Stock Units under Section 9 of the Herbalife Ltd. 2005 Stock Incentive Plan (the " Plan "). "Plan"). From and after January 1, 2009, 2009 until May 6, 2010, the Independent Directors Plan provides for the award of Stock Appreciation Rights under Section 8 of the Plan. From and after May 6, 2010, the Directors Plan provides for the award of either Stock Units under Section 9 of the Plan or Stock Appreciation Rights under Section 8 of the Plan, in the sole discretion of the Committee. The Independent Directors Plan is intended to be a part of the Plan and the terms of the Plan are incorporated herein by reference. The purpose of the Plan is to facilitate equity ownership in the Company by its Independent Nonemployee Directors through the award of equity-based compensation awards under the Plan. In addition, the following words have the following meanings unless a different meaning plainly is required by the context: (a) " Deferral Account " (a)"Deferral Account" means the accounting entry made with respect to each Participant for the purpose of maintaining a record of each Participant's benefit under the Independent Directors Plan. (b) " Effective Date " (b)"Effective Date" means January 15, 2006. (c) " Grant Date " (c)"Grant Date" means a date on which Stock Units or Stock Appreciation Rights are granted pursuant this Independent Directors Plan. (d) " Independent Director " (d)"Independent Director" means a member of the Board who, at all relevant times, has been determined by the Board to be independent. (e) " Participant " (e)"Nonemployee Director" means a member of the Board who, at all relevant times, is not an Independent employee and/or officer of the Company or any of its subsidiaries. (f)"Participant" means a Nonemployee Director who has received a Stock Unit an award hereunder. (f) " Plan Year " (g) "Plan Year" means January 15 of each calendar year to January 14 of the next following calendar year. The first Plan Year shall commence on the Effective Date and end on January 14, 2007. View More
Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
Governing Law. This Award Grant shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. Virginia. All disputes arising under this Award Grant shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
Governing Law. This agreement shall be governed and interpreted by applying the laws of the State of California (the "Governing Law State") without regard to its conflict of laws principles.
Governing Law. This agreement guaranty shall be governed and interpreted by applying the laws of the State of California (the "Governing Law State") without regard to its conflict of laws principles.
Governing Law. The Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be governed by, and construed under, the laws of the State of Florida, without giving effect to principles of conflicts of laws thereof.
Governing Law. The Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be governed by, and construed under, the laws of the State of Florida, Utah, without giving effect to principles of conflicts of laws thereof.
Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN. THE COMMISSIONER'S EXERCISE OF REGULATORY AUTHORITY, INCLUDING APPROVAL OF PAYMENTS ON THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN (OR, IF THE COMMISSIONER IS NO LONGER THE PRIMARY REGULATOR OF THE FINANCIAL CONDITION OF THE ISSUER, THE LAW OF SUCH JURISDICTION OF THE PRIMARY REGULATOR OF THE FINANCIAL CONDITION OF THE ISSUER), AND THE IS...SUER AND THE HOLDER OF THIS NOTE SHALL SUBMIT ANY DISPUTES RELATED TO THE EXERCISE OF SUCH REGULATORY AUTHORITY TO THE EXCLUSIVE. JURISDICTION OF THE CIRCUIT COURT IN DANE COUNTY, WISCONSIN, OR, SO LONG AS ANY PROCEEDING IS PENDING IN WISCONSIN AS TO THE ISSUER UNDER CHAPTER 645 OF THE WISCONSIN STATUTES, THEN TO THAT CASE AND COURT.View More
Governing Law. THIS NOTE AGREEMENT AND THE JUNIOR NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN. THE COMMISSIONER'S EXERCISE OF REGULATORY AUTHORITY, INCLUDING APPROVAL OF PAYMENTS ON THIS NOTE, THE JUNIOR NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN (OR, IF THE COMMISSIONER IS NO LONGER THE PRIMARY REGULATOR OF THE FINANCIAL CONDITION OF THE ISSUER, THE LAW OF SUCH JURISDICTION OF THE PRIMARY REGULATOR OF T...HE FINANCIAL CONDITION OF THE ISSUER), AND THE ISSUER PARTIES TO THIS AGREEMENT AND THE HOLDER HOLDERS OF THIS NOTE JUNIOR NOTES SHALL SUBMIT ANY DISPUTES RELATED TO THE EXERCISE OF SUCH REGULATORY AUTHORITY TO THE EXCLUSIVE. EXCLUSIVE JURISDICTION OF THE CIRCUIT COURT IN DANE COUNTY, WISCONSIN, OR, SO LONG AS ANY PROCEEDING IS PENDING IN WISCONSIN AS TO THE ISSUER UNDER CHAPTER 645 OF THE WISCONSIN STATUTES, THEN TO THAT CASE AND COURT. View More
