Common use of Entire Agreement; Governing Law Clause in Contracts

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware.

Appears in 22 contracts

Samples: Phantom Share Agreement (Huntsman CORP), Performance Share Unit Award Agreement (Huntsman International LLC), Stock Unit Agreement (Huntsman International LLC)

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Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and and, except as expressly provided in this Agreement, supersede in their entirety all prior undertakings and agreements between you and any member of the Company and you Group with respect to the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and yousame. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 8 contracts

Samples: Restricted Stock Unit Agreement (Targa Resources Corp.), Restricted Stock Unit Agreement (Targa Resources Corp.), Performance Share Unit Grant Agreement (Targa Resources Corp.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, of the state rules of Delaware.

Appears in 6 contracts

Samples: Stock Option Agreement (Castle Biosciences Inc), Stock Option Agreement (Castle Biosciences Inc), Stock Option Agreement (Upland Software, Inc.)

Entire Agreement; Governing Law. The This Agreement and the Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Awardee with respect to the subject matter hereof, and may not be modified materially adversely to your the Awardee’s interest except by means of a writing signed by the Company and youthe Awardee. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware.

Appears in 6 contracts

Samples: Stock Unit Award Agreement (Deckers Outdoor Corp), Stock Unit Award Agreement (Deckers Outdoor Corp), Stock Unit Award Agreement (Deckers Outdoor Corp)

Entire Agreement; Governing Law. The Plan is incorporated herein by this reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your interest in anyway except by means of a writing signed by the Company and youthe Optionee. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.

Appears in 5 contracts

Samples: Stock Option Agreement (Engenavis, Inc.), Stock Option Agreement (Engenavis, Inc.), Stock Option Agreement (Engenavis, Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company Employer and you the Employee with respect to the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is Agreement, this Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the internal substantive laws, but not the choice of law rules, laws of the state United States, shall be governed by the laws of Delawarethe State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

Appears in 4 contracts

Samples: Employee Award Agreement (UL Solutions Inc.), Employee Award Agreement (UL Solutions Inc.), Employee Award Agreement (UL Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and youthe Optionee. This The construction, interpretation, performance and enforcement of this Agreement is and the Option shall be governed by the internal substantive laws, but not the choice of law rules, of the state State of DelawareNew York.

Appears in 4 contracts

Samples: Stock Option Award Agreement (Nyiax, Inc.), Stock Option Award Agreement (Nyiax, Inc.), Stock Option Agreement (Zeta Global Holdings Corp.)

Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Subject to Section 20 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Option shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 3 contracts

Samples: Non Qualified Stock Option Award Agreement (Directv), Non Qualified Stock Option Award Agreement (Directv), Non Qualified Stock Option Award Agreement (Directv)

Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Plan, the Severance Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Award shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 3 contracts

Samples: Performance Stock Unit Award Agreement (Directv), Restricted Stock Unit Award Agreement (Directv), Performance Stock Unit Award Agreement (Directv)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, of the state rules of Delaware.

Appears in 3 contracts

Samples: Stock Option Agreement (Capricor Therapeutics, Inc.), Stock Option Agreement (Capricor Therapeutics, Inc.), Stock Option Agreement (Capricor Therapeutics, Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of DelawareCalifornia.

Appears in 2 contracts

Samples: Stock Option Agreement (Ikanos Communications), Stock Option Agreement (Ikanos Communications)

Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Subject to Section 19 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Award shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 2 contracts

Samples: Performance Stock Unit Award Agreement (Directv), Performance Stock Unit Award Agreement (Directv Group Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.

Appears in 2 contracts

Samples: Stock Option Award Agreement (Archimedes Tech Spac Partners Co), Restricted Stock Unit Award Agreement (Archimedes Tech Spac Partners Co)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you an Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your the Optionee’s interest except by means of a writing signed by the Company and youthe Optionee. This Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware.

Appears in 2 contracts

Samples: Stock Option Agreement (Amkor Technology Inc), Stock Option Agreement (Amkor Technology Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Subject to Section 19 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Option shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Directv), Non Qualified Stock Option Agreement (Directv Group Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Subject to Section 20 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Award shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 2 contracts

Samples: Performance Stock Unit Award Agreement (Directv Group Inc), Performance Stock Unit Award Agreement (Directv Group Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan Plan, the Notice of Grant, and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement agreement is governed by the internal substantive laws, but not the choice Delaware law except for that body of law rules, pertaining to conflict of the state of Delawarelaws.

Appears in 2 contracts

Samples: Stock Option Award Agreement (SRB Management, L.P.), Stock Option Award Agreement (Glu Mobile Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of DelawareNew York.

Appears in 1 contract

Samples: Employment Agreement (Cuentas Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your the Optionee’s interest except by means of a writing signed by the Company and youOptionee, unless such modification is required by applicable law or the terms of the Plan. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.

Appears in 1 contract

Samples: Stock Option Award Agreement (Sharecare, Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Grantee with respect to the subject matter hereof, and may not be modified materially adversely to your the Grantee’s interest except by means of a writing signed by the Company and youGrantee. This Agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the state State of Delaware, without regard to principles of conflict of laws.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Navteq Corp)

Entire Agreement; Governing Law. The Plan is and the Agreement are incorporated herein by reference. The This Exercise Notice, the Plan and this the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 1 contract

Samples: Stock Appreciation Right Award Agreement (Sarepta Therapeutics, Inc.)

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Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. The Subject to Section 19 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company DIRECTV and you Executive with respect to the subject matter hereof. The construction, interpretation, performance and may not enforcement of this Agreement and the Options shall be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state State of Delaware.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Directv Group Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your Optionee’s interest except by means of a writing signed by the Company and youOptionee. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.[ ] [Optionee’s location]

Appears in 1 contract

Samples: Stock Option Agreement (Southwest Water Co)

Entire Agreement; Governing Law. The provisions of the Plan is are incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youthe Participant. This Agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the state State of Delaware.

Appears in 1 contract

Samples: Option Agreement (Micron Technology Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your the Optionee’s interest except by means of a writing signed by the Company and youOptionee. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, of the state rules of Delaware.

Appears in 1 contract

Samples: Director Option Agreement (Xerium Technologies Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, of the state rules of Delaware.. ​

Appears in 1 contract

Samples: Stock Option Agreement (Capricor Therapeutics, Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your the Optionee’s interest except by means of a writing signed by the Company and youOptionee. This Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of DelawareOregon.

Appears in 1 contract

Samples: Stock Option Agreement (Fei Co)

Entire Agreement; Governing Law. The Plan This Agreement, including the Plan, which is incorporated herein by reference. The Plan and this Agreement constitute , constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youthe Participant. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware.

Appears in 1 contract

Samples: Restricted Stock Agreement (Kindred Biosciences, Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the state State of Delaware.

Appears in 1 contract

Samples: Stock Option Agreement (Dongsheng Pharmaceutical International Co., Ltd.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Optionee with respect to the subject matter hereof, and may not be modified materially adversely to your the Optionee's interest except by means of a writing signed by the Company and youOptionee. This Agreement agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.

Appears in 1 contract

Samples: Stock Option Agreement (Spirent PLC)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Participant with respect to the subject matter hereof, hereof and may not be modified materially adversely to your the Participant’s interest except by means of a writing signed by the Company and youParticipant. This Option Agreement is governed by the internal substantive laws, laws but not the choice of law rules, of the state rules of Delaware.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Ivanhoe Electric Inc.)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. This Agreement shall in all respects be subject to the terms, definitions and provisions of the Plan. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you the Recipient with respect to the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and youthe Recipient. This Agreement is shall be governed by the internal substantive lawsNew Jersey law, but not the choice except for that body of law rules, pertaining to conflicts of the state of Delawarelaws.

Appears in 1 contract

Samples: Common Stock Equivalent Agreement (Optimark Technologies Inc)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Awardee with respect to the subject matter hereof, and may not be modified materially adversely to your Awardee’s interest except by means of a writing signed by the Company and youAwardee. This Agreement is governed by the internal substantive laws, laws but not the choice of law rules, rules of the state State of Delaware.[ ] [Awardee’s location]

Appears in 1 contract

Samples: Sar Agreement (Southwest Water Co)

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you Grantee with respect to the subject matter hereof, and may not be modified materially adversely to your the Grantee's interest except by means of a writing signed by the Company and youGrantee. This Agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the state State of Delaware, without regard to principles of conflict of laws.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Navteq Corp)

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