Regulatory Considerations. (a) At the election of either party this agreement may be terminated if this agreement violates any applicable law in any material respect where such violation (i) is classified as a felony or (ii) subjects either party to substantial monetary fines or other substantial damages, except that before causing any termination the parties must use best efforts to modify this agreement, as necessary to cause this agreement (as modified) to comply with applicable law and to preserve to the extent possible the economic arrangements set forth in this agreement.
(b) At the election of Manager this agreement may be terminated if the regulatory action described under 11.3.4
(a) is the result of a deemed change of control of the License and the parties are unable to agree upon a satisfactory resolution of the matter with the regulatory authority without a complete termination of this agreement.
Regulatory Considerations. 8.1 Section 18(k)
Regulatory Considerations. Notwithstanding anything herein to the contrary, any payments to Executive by BankUnited, whether pursuant to this Agreement or otherwise, are subject to and conditioned on compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k) and any regulations promulgated thereunder. Executive acknowledges that, as a result of recent corporate responsibility laws enacted, including the Xxxxxxxx-Xxxxx Act, employment contracts with executives of publicly traded companies may have to be modified to bring their agreement into conformity with the law and the Executive agrees to cooperate in all reasonable respects and consistent with other high level executives.
Regulatory Considerations. The parties recognize that the enforceability of compensation agreements with banks are subject to some uncertainty and that banks and their bank holding companies are subject to regulatory restrictions that change from time to time. As a result, Employee may be prevented from obtaining or enforcing any or all of Employee’s rights hereunder. If the payment required to be made hereunder cannot be made because of such regulatory restrictions or other prohibitions of law, lawful regulations or binding order of a court, tribunal, or regulatory agency, then, (i) if and to the extent the prohibitions are applicable to Origin Bank, and not Employer, Employer will make the required payments; (ii) if and to the extent the prohibitions are applicable to Employer and not Origin Bank, Origin Bank will make the required payments, provided that any such payments are consistent with sections 23A and 23B of the Federal Reserve Act; and (iii) if the prohibitions apply to both Origin Bank and Employer, the maximum amount possible of required payments not prohibited will be made by Origin Bank and/or Employer. Notwithstanding anything to the contrary in this Agreement, nothing herein will require Origin Bank or Employer to perform any obligation hereunder, including any payment obligation to Employee, to the extent that such performance or payment is prohibited or limited by applicable law or regulation, including but not limited to the restrictions on golden parachute payments in section 18(k) of the Federal Deposit Insurance Act and 12 C.F.R. part 359, as amended from time to time. The application of the foregoing sentence this Section 15 will not constitute “Good Reason” under this Agreement or constitute a breach of this Agreement. The parties acknowledge and agree that it is the intent of this Agreement that it be enforced to the fullest degree permitted by law and regulation.
Regulatory Considerations. The study will be conducted according to the ethical principles set forth in the Declaration of Helsinki, ICH GCP, and local regulatory requirements as applicable. The study site(s) should have recruitment and retention guidelines appropriate for different age groups (e.g., infants, adolescents, adults). The protocol and informed consent form will be reviewed and approved by an IRB/IEC prior to any protocol-specified procedures being conducted. The Investigator is responsible for ensuring that the protocol is reviewed by an IRB/IEC with the appropriate composition (per clinical study site guidelines). The Investigator will inform the IRB/IEC as to the progress of the study at applicable intervals as defined by IRB/IEC policy. There are potential known and unknown risks associated with vaccination. With any vaccine, including licensed ones, there is a rare risk of anaphylaxis which can be fatal. Participants will therefore be observed in the clinic for at least 10 minutes post-vaccination. Vaccination may also cause Guillain-Barré syndrome causing severe weakness, which may also be fatal. Intramuscular injection of influenza vaccines frequently causes the local and systemic signs and symptoms that are being collected as adverse events. These will be solicited from the participant to ensure they are nor occurring more frequently or are more severe than expected. With any new treatment there is always a possibility of an unexpected adverse events. Pausing and holding rules have been defined for the study (see Section 2.3) and the DMC will perform a review of safety data if one of these is met. There are also routinely scheduled reviews of safety and efficacy data throughout the study. To maintain confidentiality, participant identification numbers will be used to identify laboratory samples, source documents, eCRF, study reports etc. All study records will be maintained in a secured location. Clinical information will not be released without written permission from the participant except as necessary for monitoring or auditing of the study by the Sponsor or its designee or applicable regulatory authorities. After the study has been unblinded, the participant should be informed by the Investigator whether they received MVA-NP+M1 or placebo.
Regulatory Considerations. Rogers and Shaw will distribute the Service in ------------------------- accordance with all applicable laws, ordinances, regulations and policies of any governmental agency or regulatory authority having jurisdiction. The parties acknowledge that Rogers and Shaw are required by the CRTC to provide access to their respective networks to third party Internet Service providers. @Home shall provide to each of Rogers and Shaw, as applicable, at @Home's cost, system upgrades such as introduction of source based routing to enable Rogers and Shaw to provide such access to such third parties and Rogers and/or Shaw, as applicable, shall pay a reasonable fee to @Home for the use of any of @Home's technology related to such system upgrades by Rogers and/or Shaw to enable them to provide such access to third parties. Nothing in this paragraph is intended to derogate from any benefit to which @Home is entitled pursuant to the terms hereof nor from the obligation of Rogers and Shaw to use its commercially reasonable efforts to distribute, market and promote the Wave@Home Service.
Regulatory Considerations. (a) In discharging his or her responsibilities as a Trustee, Delaware Trustee or officer or employee of the Trust, each Trustee, Delaware Trustee and officer and employee of the Trust, as the case may be, must, to the fullest extent permitted by applicable law, take into consideration the effect that the Trust’s actions would have on the ability of:
(i) each Controlled National Securities Exchange, to discharge their respective responsibilities under the Exchange Act; and
(ii) ISE Holdings, each Controlled National Securities Exchange, and the Trust (A) to engage in conduct that fosters and does not interfere with the ability of ISE Holdings, each Controlled National Securities Exchange, as applicable, and the Trust to prevent fraudulent and manipulative acts and practices in the securities markets; (B) to promote just and equitable principles of trade in the securities markets; (C) to xxxxxx cooperation and coordination with Persons engaged in regulating, clearing, settling, 18 processing information with respect to, and facilitating transactions in securities; (D) to remove impediments to and perfect the mechanisms of a free and open market in securities and a U.S. national securities market system; and (E) in general, to protect investors and the public interest.
(b) The Trust, the Trustees, the Delaware Trustee and officers and employees of the Trust shall give due regard to the preservation of the independence of the self-regulatory function of each Controlled National Securities Exchange, and to each of their respective obligations to investors and the general public, and shall not take any actions that would interfere with the effectuation of any decisions by the board of directors or managers of each Controlled National Securities Exchange, relating to their respective regulatory responsibilities (including enforcement and disciplinary matters) or that would interfere with the ability of each Controlled National Securities Exchange, to carry out each of their respective responsibilities under the Exchange Act.
Regulatory Considerations. Consultant acknowledges that, as a consequence of entering into this Agreement with the Company, Consultant is subject to the jurisdiction of the Board and must comply with the Michigan Gaming Control and Revenue Act, MCL 432.201, et. seq., as amended, supplemented, or construed (the “Act”), and the rules (the “Rules”), regulations, resolutions, and orders promulgated pursuant thereto, plus such other requirements, if any, as are imposed by the Board from time to time (all of the foregoing, collectively, the “MGCB Requirements”) and Consultant knows of no reason why it or Xxxxx Fine, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx will not be able to satisfy the MGCB Requirements during the Term of this Agreement and any employment agreement entered into by Xxxxx Fine, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx pursuant hereto. Accordingly, Consultant agrees as follows:
a. Beginning immediately upon the execution of this Agreement, Consultant shall promptly comply with the MGCB Requirements and shall cause such compliance by its key persons and others retained by Consultant in connection with its obligations under this Agreement. Consultant shall cooperate with and promptly provide information and assistance to the Board and the Company regarding this Agreement and its implementation, including without limitation, preparing and supplying requested disclosure and registration materials and reports to the Company and the Board. The Consultant shall also allow the Board to inspect the books and records of Consultant that pertain directly or indirectly to this Agreement.
b. If the Board disapproves of or orders termination of this Agreement, for any reason, including, without limitation, a finding that this Agreement does not comply with the MGCB Requirements or that Consultant or any person associated with Consultant, or any of their respective affiliated companies, is/are unsuitable or is/are otherwise prohibited from doing business with the Company, the Company shall be entitled to terminate this Agreement immediately and without further obligation. Neither the Company nor any of its members (direct or indirect) or employees shall have any liability to Consultant or anyone else for any consequences, losses or damages of any nature suffered or incurred by reason of such disapproval or termination.
c. The Company’s liability under this Agreement in the event of its default hereunder shall be limited to the amount it is obligated under this Agreement to pay for Consultant’s Servic...
Regulatory Considerations. Notwithstanding anything herein to the contrary, any payments to Executive by BankUnited, whether pursuant to this Agreement or otherwise, are subject to and conditioned on compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.
Regulatory Considerations. Notwithstanding anything herein to the contrary, any payments to Mr. Ghomeshi by BankUnited, whether pursuant to this Agreement or othxxxxxx, xxx subject to and conditioned on compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. ss. 1828(k) and any regulations promulgated thereunder.
