Common use of Amendment and Termination of the Plan Clause in Contracts

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i) such approval is required under Applicable Law; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 10 of the Plan), or (iii) it would materially modify the requirements for participation in the Plan; provided further, that any such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 11(b) of the Plan without stockholder approval.

Appears in 3 contracts

Sources: Performance Based Restricted Stock Unit Award Agreement (Blade Air Mobility, Inc.), Performance Based Restricted Stock Unit Award Agreement (Blade Air Mobility, Inc.), Merger Agreement (Experience Investment Corp.)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i) such approval is required under Applicable Lawnecessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 10 11 of the Plan), or (iii) it would materially modify the requirements for participation in the Plan; provided provided, further, that any such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 11(b12(b) of the Plan without stockholder approval.

Appears in 2 contracts

Sources: Merger Agreement (Mosaic Acquisition Corp.), Merger Agreement (APX Group Holdings, Inc.)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i) such approval is required under Applicable Law; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 10 11 of the Plan), or (iii) it would materially modify the requirements for participation in the Plan; provided provided, further, that any such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 11(b12(b) of the Plan without stockholder approval.

Appears in 1 contract

Sources: Transaction Agreement (Replay Acquisition Corp.)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, discontinuation or termination shall be made without stockholder approval if: (i) if such approval is required under Applicable Law; (ii) it would materially increase the number of securities which may be issued under necessary to comply with any tax or regulatory requirement applicable to the Plan (except including, without limitation, as necessary to comply with any applicable rules or requirements of any securities exchange or inter-dealer quotation service on which the Shares may be listed or quoted, for increases pursuant changes in GAAP to Section 5 or 10 of the Plannew accounting standards); provided, or (iii) it would materially modify the requirements for participation in the Plan; provided further, that any such amendment, alteration, suspension, discontinuance, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, holder or beneficiary. Notwithstanding , unless the foregoingCommittee determines that such amendment, no amendment shall be made to alteration, suspension, discontinuance or termination is either required or advisable in order for the last proviso of Section 11(b) of Company, the Plan without stockholder approvalor the Award to satisfy any applicable law or regulation.

Appears in 1 contract

Sources: Merger Agreement (Roth CH Acquisition II Co)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i) such approval is required under Applicable Law; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 10 11 of the Plan), or (iii) it would materially modify the requirements for participation in the Plan; provided provided, further, that that, other than pursuant to Section 11, any such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 11(b12(b) of the Plan without stockholder approval.

Appears in 1 contract

Sources: Merger Agreement (Quantum FinTech Acquisition Corp)