Common use of Termination or Amendment Clause in Contracts

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 7 contracts

Samples: Performance Share Agreement (Lululemon Athletica Inc.), Performance Share Agreement (Lululemon Athletica Inc.), Performance Share Agreement (Lululemon Athletica Inc.)

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Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 8.2 in connection with a Change in Transfer of Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. regulation or is required to enable the Option to qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 6 contracts

Samples: Incentive Stock Option Agreement (Cisco Systems Inc), Securities Agreement (Broadcom Corp), Incentive Stock Option Agreement (Jda Software Group Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, to Section 409A. 409A of the Code. No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 5 contracts

Samples: Securities Purchase Agreement (AEye, Inc.), Stock Option Agreement (Gemphire Therapeutics Inc.), Stock Option Agreement (SmartRent, Inc.)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 5 contracts

Samples: Restricted Stock Agreement (Hain Celestial Group Inc), Restricted Stock Agreement (Hain Celestial Group Inc), Restricted Stock Agreement (Hain Celestial Group Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant Participant, unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (SCOLR Pharma, Inc.), Stock Purchase Agreement (Saflink Corp), Restricted Stock Purchase Agreement (Zones Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 3 contracts

Samples: Stock Option Agreement (Halozyme Therapeutics Inc), Securities Purchase Agreement (CreditCards.com, Inc.), Stock Option Agreement (Nayna Networks, Inc.)

Termination or Amendment. The Subject to applicable law, the Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Stock Option Agreement (AMCI Acquisition Corp. II), Stock Option Agreement (AMCI Acquisition Corp. II)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Magnachip Semiconductor LLC), Securities Purchase Agreement (Magnachip Semiconductor LLC)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement Option or any unexercised portion thereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, to Section 409A. 409A of the Code. No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Conatus Pharmaceuticals Inc.), Securities Purchase Agreement (Newlink Genetics Corp)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant Participant, unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Magnachip Semiconductor LLC), Securities Purchase Agreement (Magnachip Semiconductor LLC)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 9 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Deferred Units Agreement (Wayfair Inc.), Deferred Units Agreement (Wayfair LLC)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 7 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Intelepeer Inc), Securities Purchase Agreement (Intelepeer Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 7 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 2 contracts

Samples: Restricted Stock Units Agreement (Lululemon Athletica Inc.), Restricted Stock Units Agreement (Lululemon Athletica Inc.)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Restricted Stock Units Agreement (Lovesac Co)

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Termination or Amendment. The Board may terminate or amend the Plan at any time and the Committee may terminate or amend this Agreement at any time; provided. No termination of, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under or to, this Agreement without shall be effective unless in writing. To the consent of the Participant unless such termination or extent any amendment is necessary to comply with applicable law or government regulation, regulation (including, but not limited toto the Section 409A Regulations), Section 409A. No such an amendment may be made without the consent of the Participant, otherwise any amendment or addition termination which adversely affects the rights of the Participant must be consented to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Market Stock Units Agreement (Biota Pharmaceuticals, Inc.)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. 409A of the Code. No amendment or addition to this Agreement shall be effective unless in writing.. EAST\185264981.4

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (TherapeuticsMD, Inc.)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s your rights under this Agreement without the your consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Stock Option Agreement (Hain Celestial Group Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 7 in connection with a Change in Control, no such termination or amendment may adversely affect have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Securities Purchase Agreement (AEye, Inc.)

Termination or Amendment. The Board or Committee may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Stock Option Agreement (Inphonic Inc)

Termination or Amendment. The Board or Committee may terminate or amend the Plan or this Agreement the Option at any time; provided, however, that except as provided in Section 8 8.1 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Stock Option Agreement (Ross Stores Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement the Amended Portion at any time; provided, however, that except as provided in Section 8 under the Plan in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement Amended Portion or any unexercised portion hereof without the consent of the Participant Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Option Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Correction to Letter Agreement (Power Integrations Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the ParticipantDirector’s rights under this Agreement without the consent of the Participant Director unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. . No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Restricted Stock Agreement (Hain Celestial Group Inc)

Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 10 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to, Section 409A. 409A of the Code. No amendment or addition to this Agreement shall be effective unless in writing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rubicon Project, Inc.)

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