Governing Instrument and Law Clause Samples

The Governing Instrument and Law clause establishes which legal document and jurisdiction's laws will control the interpretation and enforcement of the agreement. Typically, this clause specifies that the agreement is subject to a particular state's or country's laws, and may also reference a specific foundational document, such as a trust deed or corporate charter, that governs the parties' relationship. By clearly identifying the applicable law and governing instrument, this clause ensures consistency in legal interpretation and helps prevent disputes over which rules apply.
Governing Instrument and Law. This Agreement and any Restricted Shares issued hereunder shall in all respects be governed by the terms and provisions of the Plan, which terms and provisions are hereby incorporated herein by reference, and by the laws of the State of Texas, and in the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
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Governing Instrument and Law. This Award and any Shares issued hereunder shall in all respects be governed by the terms and provisions of the Plan, and by the laws of the State of Texas, and in the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
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Governing Instrument and Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
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Governing Instrument and Law. This Agreement shall in all respects be governed by the terms and provisions of the Plan, and in the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given them in the Plan. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
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Governing Instrument and Law. This Agreement and any Restricted Shares issued hereunder shall in all respects be governed by the terms and provisions of the Plan, which terms and provisions are hereby incorporated herein by reference, and by the laws of the State of Texas, and in the event of a conflict between the terms of this Agreement and the terms of the Plan (copy attached), the terms of the Plan shall control. TANDY BRANDS ACCESSORIES, INC. By: _____________________________________ J.S.B. ▇▇▇▇▇▇▇ President and Chief Executive Officer Agreed and Accepted: EMPLOYEE(1) _________________________________________ _________________________________________ Address:_________________________________ ___________________________________ ___________________________________ ------------ (1) I have received, completed, executed and retained the I.R.C. Section 83(b) election that was attached hereto as Exhibit B. As set forth in Section 11 above, I understand that I, and not the Company, will be responsible for completing the form and filing the election with the appropriate office of the federal and state tax authorities and that if such filing is not completed within thirty (30) days after the date of this Agreement, I will forfeit the significant tax benefits of Section 83(b). I understand further that such filing should be made by registered or certified mail, return receipt requested, and that I must retain two (2) copies of the completed form for filing with my state and federal tax returns for the current tax year and an additional copy for my records. EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (the "Company"), ______________________ (_________) shares of the common stock of the Company standing in the name of _________________ on the books of the Company represented by Certificate No. __________ herewith and does hereby irrevocably constitute and appoint the Assistant Secretary of the Company Attorney-in-Fact to transfer the said stock on the books of the within named Company with full power of substitution and resubstitution in the premises. Dated:______________ _________________________________ _______________________________ (Signature) (Signature of Spouse, if any) _________________________________ _______________________________ (Print Name) (Print Name) EXHIBIT B FORM OF 83(B) ELECTION The undersigned taxpayer hereby elects, pursuant ...
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Governing Instrument and Law. This option and any shares issued hereunder ---------------------------- shall in all respects be governed by the terms and provisions of the Plan, and by the laws of the State of Delaware, and in the event of a conflict between the terms of this agreement and the terms of the Plan (copy attached), the terms of the Plan shall control. Dated: ___________________ InterTAN, Inc. By: _____________________________________ [Name] President and Chief Executive Officer Accepted: _______________________________ _____________________________________ (Signature of Optionee) (Date) EXHIBIT A --------- NOTICE OF EXERCISE OF STOCK OPTION 1996 STOCK OPTION PLAN InterTAN, Inc. 1. I hereby exercise the option granted to me by the Incentive Stock Option Agreement (ISO No. ___), having an effective date of grant of _____________ as to a total of _____ shares of InterTan, Inc. Common Stock, for _________ of such shares. 2. I deliver herewith a certified or bank cashier's check for US$_____________ [and/or Certificate No.
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Governing Instrument and Law. This Award and any Restricted Stock issued hereunder shall in all respects be governed by the terms and provisions of the Plan, which terms and provisions are hereby incorporated herein by reference, and by the INTERNAL laws of the State of Delaware, WITHOUT GIVING EFFECT TO PROVISIONS THEREOF RELATED TO THE RESOLUTION OF CONFLICTS OF LAWS, and in the event of a conflict between the terms of this Award and the terms of the Plan, the terms of the Plan shall control.
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Governing Instrument and Law. This Agreement and any Shares issued hereunder shall be subject to the laws of the State of Texas. Moreover, in the event of any conflict between the terms of this Agreement and the terms of the Employment Agreement, except with respect to the provisions of paragraph 5 above, the terms of the Employment Agreement shall control. With respect to the provisions of paragraph 5 above, in the event of any conflict between paragraph 5 and the terms of the Employment Agreement, paragraph 5 shall control.
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Governing Instrument and Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. APPROACH RESOURCES INC. By: /s/ J. ▇▇▇▇ Craft
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Related to Governing Instrument and Law

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser acknowledges that the Trustees retain ultimate plenary authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Law Governing Agreement This Agreement shall be governed by and construed in accordance with the laws of the State of California.

  • Compliance with Applicable Laws and Governing Documents In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus, SAI and the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws, the Prospectus and the SAI, the instructions and directions received in writing from the Adviser or the Trustees of the Trust, the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect the Fund or the services of the Subadviser, copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code. In this regard, the Adviser acknowledges that the Subadviser shall rely completely upon the Adviser’s determination of whether and to what extent the Fund is in compliance with Subchapter M of the Code and that the Subadviser has no separate and independent responsibility to test the Fund for such compliance. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder. The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus and SAI reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus and SAI will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus and SAI. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus, SAI or in the Trust’s Registration Statement on Form N-1A and any amendments thereto.

  • Governing Document In the event of a conflict between the terms of the Offering Documents, the Indenture, the Pooling Agreement and this Agreement with respect to the Asset Representations Reviewer, the terms of this Agreement shall control; provided, however, that to the extent that a conflict exists as a result of an interpretation or clarification of any term of this agreement or other legislation or rulemaking by any governmental entity, including the Securities and Exchange Commission, the parties hereto agree to amend this Agreement to address any such conflict.