Common use of Action by the Administrator Clause in Contracts

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee and that any decision of the Administrator or its Designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 16 contracts

Samples: Restricted Share Units Agreement, Restricted Shares Agreement, Restricted Shares Agreement (Cardinal Health Inc)

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Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 12 contracts

Samples: Restricted Stock Units Agreement, Restricted Stock Units Agreement (CAREFUSION Corp), Restricted Stock Units Agreement (CAREFUSION Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Administrator may delegate its functions under this Agreement agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreementagreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 6 contracts

Samples: Nonqualified Stock Option Agreement (Cardinal Health Inc), Nonqualified Stock Option Agreement (Cardinal Health Inc), Nonqualified Stock Option Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee and that any decision of the Administrator or its Designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta violation of the covenants, obligations and restrictions of Awardee set forth in Paragraphs 4 through 6 and, if applicable, Paragraph 10 above, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 4 contracts

Samples: Restricted Shares Agreement (CareFusion Corp), Restricted Shares Agreement (CareFusion Corp), Restricted Share Units Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (CAREFUSION Corp), Carefusion Corporation (CAREFUSION Corp), Nonqualified Stock Option Agreement (CareFusion Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (Cardinal Health Inc), Nonqualified Stock Option Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Administrator may delegate its functions under this Agreement agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties parties, or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreementagreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta violation of the covenants, obligations and restrictions of Awardee set forth in paragraphs 5 through 7 and, if applicable, paragraph 11 above, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (Cardinal Health Inc), Nonqualified Stock Option Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta breach of the Covenants, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 2 contracts

Samples: Release Agreement (CareFusion Corp), Retention Agreement (CareFusion Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Employment Agreement (CareFusion Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Administrator may delegate its functions under this Agreement agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designee”"designee"). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties parties, or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreementagreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta violation of the covenants, obligations and restrictions of Awardee set forth in paragraphs 5 through 7 and, if applicable, paragraph 11 above, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Cardinal Health Inc)

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Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta breach of the Covenants, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Release Agreement (CareFusion Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal CareFusion Group designated by the Administrator (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Employment Agreement (CareFusion Corp)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the "Designee"). In fulfilling its responsibilities hereunder, the Administrator or its Designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee and that any decision of the Administrator or its Designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conducta violation of the covenants, obligations and restrictions of Awardee set forth in Paragraphs 4 through 6 and, if applicable, Paragraph 10 above, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Restricted Share Units Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Administrator may delegate its functions under this Agreement agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the “Designee”"designee"). In fulfilling its responsibilities hereunder, the Administrator or its Designee designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee designee and that any decision of the Administrator or its Designee designee relating to this Agreementagreement, including, including without limitation, limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Cardinal Health Inc)

Action by the Administrator. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Cardinal Group designated by the Administrator (hereinafter the "Designee"). In fulfilling its responsibilities hereunder, the Administrator or its Designee may rely upon documents, written statements of the parties or such other material as the Administrator or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its Designee and that any decision of the Administrator or its Designee relating to this Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Appears in 1 contract

Samples: Restricted Share Units Agreement (Cardinal Health Inc)

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