Termination and Amendment of the Plan Sample Clauses

Termination and Amendment of the Plan. The Board may at any time terminate the Plan or make such amendments or modifications of the Plan as it shall deem advisable. In the event of the termination of the Plan, the terms of the Plan shall survive any such termination with respect to any Option that is outstanding on the date of such termination, unless the holder of such Option agrees in writing to terminate such Option or to terminate all or any of the provisions of the Plan that apply to such Option. Unless the Board otherwise expressly provides, any amendment or modification of the Plan shall affect the terms of any Option outstanding on the date of such amendment or modification as well as the terms of any Option made from and after the date of such amendment or modification; provided, however, that, except to the extent otherwise provided in the last sentence of this paragraph, (i) no amendment or modification of the Plan shall apply to any Option that is outstanding on the date of such amendment or modification if such amendment or modification would reduce the number of shares subject to such Option, increase the purchase price applicable to shares subject to such Option or materially adversely affect the provisions applicable to such Option that relate to the vesting or exercisability of such Option or of the shares subject to such Option, (ii) no amendment or modification of the Plan shall apply to any Incentive Option that is outstanding on the date of such amendment or modification if such amendment or modification would result in such Incentive Option no longer being treated as an “incentive stock option” within the meaning of Section 422 of the Code and (iii) no amendment or modification of the Plan shall apply to any Option that is outstanding on the date of such amendment or modification unless such amendment or modification of the Plan shall also apply to all other Options outstanding on the date of such amendment or modification. In the event of any amendment or modification of the Plan that is described in clause (i), (ii) or (iii) of the foregoing proviso, such amendment or modification of the Plan shall apply to any Option outstanding on the date of such amendment or modification only if the recipient of such Option consents in writing thereto. The Committee may amend or modify, prospectively or retroactively, the terms of any outstanding Option without amending or modifying the terms of the Plan itself, provided that as amended or modified such Option is consistent with the ...
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Termination and Amendment of the Plan. The Board of Directors or the Committee shall have the right to amend, suspend, or terminate the Plan at any time; provided, however, that no such action shall affect or in any way impair the rights of a recipient under any Stock Award theretofore granted under the Plan.
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Termination and Amendment of the Plan. The Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan. Also within the limitations of the Plan, the Committee may modify, extend or assume outstanding Awards or may accept the cancellation of outstanding Awards or of outstanding stock options or other equity-based compensation awards granted by another issuer in return for the grant of new Awards for the same or a different number of shares and on the same or different terms and conditions (including but not limited to the exercise price of any Option). Furthermore, the Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Award previously granted or (b) authorize the recipient of an Award to elect to cash out an Award previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. No amendment or modification of the Plan by the Board, or of an outstanding Award by the Committee, shall impair the rights of the recipient of any Award outstanding on the date of such amendment or modification or such Award, as the case may be, without the Participant’s consent; provided, however, that no such consent shall be required if (i) the Board or Committee, as the case may be, determines in its sole discretion and prior to the date of any Acquisition that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) the Board or Committee, as the case may be, determines in its sole discretion that such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the Award, or that any such diminution has been adequately compensated.
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Termination and Amendment of the Plan. The Board of Directors may suspend, terminate or discontinue the Plan or amend it in any respect whatsoever; provided, however, that without approval of the stockholders of the Company, no amendment may (i) increase the number of shares subject to the Plan (except as provided in Section 7), or (ii) effect any action which requires approval of the stockholders pursuant to the rules or requirements of the Nasdaq National Market or any other exchange on which the Common Stock of the Company is listed.
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Termination and Amendment of the Plan. This Plan shall terminate ten (10) years after the Effective Date or at such earlier time as the Board of Directors shall determine. Any termination shall not affect any Options then outstanding under the Plan. The Board may make such modifications of the Plan as it shall deem advisable, but may not, without further approval of the stockholders of the Company, except as provided in Section 7 hereof, (a) increase the number of shares reserved for Options under this Plan, (b) change the manner of determining the Option price for Incentive Stock Options, (c) increase the maximum term of the Options provided for herein or (d) change the class of persons eligible to receive Options under the Plan.
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Termination and Amendment of the Plan. The Board reserves the right, in its sole discretion, to amend, suspend, or terminate the Plan at any time and for any reason.
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Termination and Amendment of the Plan. The Board shall have the power at any time, in its discretion, to amend, in whole or in part, or terminate the Plan, except that no amendment or termination shall impair or abridge the obligations of the Company or a Subsidiary or the rights of the Participants under any Participation Letters previously delivered pursuant to the Plan. Any amendment or termination of the Plan shall be adopted by the Board, by resolution of the Board at a regular meeting of the Board or special meeting called for such purpose or by unanimous written consent.
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Termination and Amendment of the Plan. The Plan and/or any Participation Agreement executed by a Participant may not be terminated with respect to such Participant without the written consent of Participant. The Plan and/or any Participation Agreement executed by a Participant may be modified, amended or superseded with respect to such Participant only by a supplemental written agreement between Participant and the Company.
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Termination and Amendment of the Plan 
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Related to Termination and Amendment of the Plan

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect until March 31, 2008 (the “Initial Term”) and shall automatically continue in full force and effect after the Initial Term on an annual basis thereafter unless the Administrators terminate or the Sub-Administrator/Accounting Agent terminates this Agreement by written notice to the Administrators or the Sub-Administrator/Accounting Agent, as applicable, at least three hundred and sixty-five (365) days prior to the expiration of the Initial Term or any annual term thereafter. If this Agreement is terminated by either party as provided in the immediately preceding sentence, the Sub-Administrator/Accounting Agent shall, at the request of the Administrators, continue to provide services hereunder for a period (the “Extension Period”) of one hundred and eighty (180) days after the date of termination under the immediately preceding sentence and the compensation payable to the Sub-Administrator/Accounting Agent for such Extension Period shall be (i) if this Agreement is terminated under the first sentence of this Section 15(a) by the Sub-Administrator/Accounting Agent, the compensation described on Schedule D attached hereto as in effect on the date of the commencement of the Extension Period, or (ii) if this Agreement is terminated under the first sentence of this Section 15(a) by the Administrators, one hundred and twenty-five percent (125%) of the compensation described on Schedule D attached hereto as in effect on the date of the commencement of the Extension Period for the duration of such Extension Period. (b) Notwithstanding the provisions of clause (a) herein, and subject to the provisions of clause (c) herein, within thirty (30) days of each Constructive Termination Date (as defined herein) the Administrators shall pay to the Sub-Administrator/Accounting Agent a fee (a “Termination Fee”) which is equal to 25% of the aggregate amount of fees which would have been payable to the Sub-Administrator/Accounting Agent under this Agreement with respect to the Terminated Funds, calculated in accordance with the Schedule D in effect on such Constructive Termination Date (as defined herein) but based on, in the case of the calculation of the sub-administration fees, the average assets of the Fund during the sixty (60) day period preceding its termination as a Fund hereunder, and for the greater of (A) three (3) years from such Constructive Termination Date or (B) the remainder of the Initial Term of this Agreement. For purposes of this Section 15, (i) a “Terminated Fund” is a Fund (A) to which an Administrator no longer furnishes administrative and/or fund accounting services as a result of the termination, expiration or non-renewal of the applicable administration, advisory or other service agreement by and between such Fund and the Administrator (an “Administration Agreement*), and the provision of services by the Sub-Administrator/Accounting Agent to any Administrator (or its affiliates) under this Agreement with respect to each such Fund is then eliminated or terminated; (B) that has not entered into a State Street Agreement as set forth in clause (c) below; and (C) with respect to which a Termination Fee has not been paid, and (ii) a “Constructive Termination Date” will occur (A) when the aggregate number of Terminated Funds since the date hereof equals 15% or more of the sum of (y) the aggregate number of Funds listed on Schedule A on the date hereof plus (z) the number of Funds added to Schedule A from time to time prior to such Constructive Termination Date and (B) thereafter, each time when the aggregate number of Terminated Funds since the last Constructive Termination Date equals 15% or more of the sum of (y) the aggregate number of Funds listed on Schedule A on the most recent Constructive Termination Date plus (z) the number of Funds added to Schedule A from time to time prior to the next Constructive Termination Date. (c) If, prior to the expiration of the Initial Term and on or before the thirtieth (30/th/) day after the most recent Constructive Termination Date, the Sub-Administrator/Accounting Agent is directly appointed by any Terminated Fund to perform such administrative and accounting services directly to such Fund pursuant to an agreement with substantially similar terms as this Agreement (the “State Street Agreement”), a term equal to or greater than the remaining portion of the Initial Term of this Agreement, and with a Fee Schedule comparable to the Fee Schedule currently in effect under this Agreement and attached as Schedule D with respect to the sub-administration services listed on Schedule X-x attached hereto and the sub-accounting services listed on Schedule B-3 attached hereto, then the Administrators shall not be required to include such Terminated Fund in the calculation of the Termination Fee then payable. Notwithstanding the provisions of subsection (c), however, in the event that the State Street Agreement is terminated by any Fund for any reason other than cause (such as the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers or employees) prior to March 31, 2008 (the expiration of the Initial Term under this Agreement), the Administrators shall pay to the Sub-Administrator/Accounting Agent, within thirty (30) days of such termination, a Termination Fee which is equal to 25% of the fees that would have been payable to the Sub-Administrator/Accounting Agent under this Agreement with respect to the relevant Terminated Fund, calculated in accordance with the Schedule D as in effect on the last day that such Terminated Fund was listed on Schedule A to this Agreement (but based on, in the case of the calculation of the sub-administration fees, the average assets of the fund during the sixty (60) day period prior to the termination), and for the remainder of the Initial Term of this Agreement. The amount of the termination fee, if any, payable and actually paid by such Terminated Fund to the Sub-Administrator/Accounting Agent in connection with the termination of, and as described in, the State Street Agreement shall reduce any fee payable by the Administrators under this subsection (c). (d) The portion of any Termination Fee payable with respect to a Terminated Fund under subsection (b) and the Termination Fee payable with respect to a Terminated Fund under subsection (c) hereof shall be reduced by 40% in the event that the Terminated Fund is or becomes, on or before the date that such Termination Fee is due, a part of any fund family not listed on Schedule A attached hereto, and for which the Sub-Administrator/Accounting Agent provides sub-administrative and sub-acconting services. (e) Termination of this Agreement with respect to a Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. Upon termination of this Agreement with respect to a Fund, and subject to the provisions of Section 7.2, Schedule A shall be amended to reflect the Funds subject to the terms of this Agreement. (f) Notwithstanding clause (d), the Administrators may terminate this Agreement (i) upon thirty (30) days’ written notice to the Sub-Administrator/Accounting Agent that the Sub-Administrator/Accounting Agent is in breach of this Agreement, and the Sub-Administrator/Accounting Agent within such period fails to cure such breach, (ii) upon intervention of bankruptcy or receivership with respect to the Sub-Administrator/Accounting Agent, or (iii) upon the execution by the Sub-Administrator/Accounting Agent of any assignment for the benefit of creditors. Any such termination shall be in addition to, and not in lieu of, any rights the Administrators may have at law or in equity against the Sub-Administrator/Accounting Agent. (g) Upon termination of this Agreement, the Administrators shall pay to the Sub-Administrator/Accounting Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination. (h) If a successor sub-administrator/accounting agent or administrator or accounting agent for any Fund shall be appointed by any Administrator or by a Fund, respectively, the Sub-Administrator/Accounting Agent stall upon termination of this Agreement with respect to that Fund use commercially reasonable efforts to transfer the records of such Fund to the designated successor sub-administrator/accounting agent or administrator or accounting agent for that Fund, as appropriate, to provide reasonable assistance to the applicable Administrator and that Fund’s designated successor sub-administrator/accounting agent or administrator or accounting agent, and to provide other information relating to its services provided hereunder (subject, in each case, to the recompense of the Sub-Administrator/Accounting Agent for such assistance at its standard rates and fees in effect at the time of such transfer). If no such successor sub-administrator/accounting agent or administrator or accounting agent shall be appointed for a Fund, the Sub-Administrator/Accounting Agent shall, upon receipt of Proper Instructions on or before the termination of this Agreement for such Fund, deliver such Fund’s property in accordance with such instructions. If no successor sub-administrator/accounting agent or administrator or accounting agent shall be appointed for a Fund and no Proper Instructions have been received, in each case, on or before the termination of this Agreement for such Fund, the Sub-Administrator/Accounting Agent shall upon such termination deliver to the Administrator of such Fund (or its successor), at the office of the Sub-Administrator/Accounting Agent, all property of such Fund. (i) This Agreement may be modified or amended from time to time by mutual written agreement of all parties hereto.

  • Amendment and Termination of the Plan The Board may, by resolution, at any time, amend or terminate the Plan. The power to amend or terminate the Plan shall include the power to direct the Trustee to return to the Parent all or any part of the assets of the Trust, including shares of Common Stock held in the Plan Share Reserve, as well as shares of Common Stock and other assets subject to Plan Share Awards which have not yet been earned by the Participants to whom they have been awarded. However, the termination of the Trust shall not affect a Participant's right to earn Plan Share Awards and to the distribution of Common Stock relating thereto, including earnings thereon, in accordance with the terms of this Plan and the grant by the Committee or the Board. Notwithstanding the foregoing, no action of the Board may increase (other than as provided in Section 9.01 hereof) the maximum number of Plan Shares permitted to be awarded under the Plan as specified at Section 5.03, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to ratification by the stockholders of the Parent.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Duration, Termination and Amendment (a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

  • DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT This Agreement shall become effective on the date first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until December 29, 2002 on which date it will terminate unless its continuance after December 29, 2002 is "specifically approved at least annually" (i) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by "vote of a majority of the outstanding voting securities" of the Fund, or by the Adviser, in each case on not more than sixty days' nor less than thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended only if such amendment is approved by "vote of a majority of the outstanding voting securities" of the Fund.

  • Duration, Termination and Amendments This Agreement shall become effective as of the date first written above and shall continue in effect thereafter for two years. This Agreement shall continue in effect from year to year thereafter for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust. This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.

  • Effective Period, Termination and Amendment This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Duration, Termination and Amendments of this Agreement This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citi Management at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended with respect to a Fund only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act).

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