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: 2016 Stock Incentive Plan (Huntsman CORP), Unit Award Agreement (Huntsman International LLC), Phantom Share Agreement (Ntelos Holdings Corp.)

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

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: Equity Incentive Plan Stock Unit Award Agreement (Deckers Outdoor Corp), Stock Incentive Plan Stock Unit Award Agreement (Deckers Outdoor Corp), Equity Incentive Plan Stock Unit Award Agreement (Deckers Outdoor 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 (Upland Software, Inc.), Stock Option Agreement (Castle Biosciences Inc), Stock Option Agreement (Upland Software, Inc.)

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.), Option Agreement (Engenavis, Inc.), 2016 Stock Incentive Plan (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 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: Form of Stock Option Award Agreement (Nyiax, Inc.), Form of Stock Option Award Agreement (Nyiax, Inc.), Stock Option Agreement (Zeta Global Holdings Corp.)

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 Inc.), Employee Award Agreement (UL Inc.), Employee Award Agreement (UL Solutions 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 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: Qualified Stock Option Award Agreement (Directv), 2014 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), 2013 Performance Stock Unit Award Agreement (Directv), Restricted 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.), Equity Incentive Plan (Capricor Therapeutics, 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 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 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.), Incentive Plan Stock Option Exercise 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 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: 1998 Stock Plan Stock Option Agreement (Amkor Technology Inc), 1998 Stock Plan 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 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: Restricted Stock Unit Award Agreement (Archimedes Tech Spac Partners Co), 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 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: Equity Incentive Plan Stock Option 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 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: Incentive Plan Sar Agreement (Southwest Water Co)

Entire Agreement; Governing Law. (a) 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 undertakings, agreements, commitment and agreements negotiations 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 you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of DelawareParticipant.

Appears in 1 contract

Samples: Award Agreement (Quintiles IMS Holdings, Inc.)

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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 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: 2001 Stock Incentive Plan (Navteq 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, 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 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. 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: Navteq Corp

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 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 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: Equity Incentive Plan 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 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 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 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: Xerium Technologies (Xerium Technologies 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 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)

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