Restatement Event means (i) the Restatement, (ii) any lawsuit or other action previously or hereafter brought against the Company, any of its Subsidiaries or any of their Affiliates or any present or former officer or director of the Company, any of its Subsidiaries or any of their Affiliates involving or arising out of the Restatement, and any settlement thereof, or other development with respect thereto, or (iii) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in any of the foregoing clauses (i) or (ii) or this clause (iii); provided, however, that, for purposes of the definition of "Material Adverse Change", (a) the foregoing clause (ii) shall be inapplicable if such lawsuit or other action, settlement (in an amount in the aggregate together with all other settlements of such lawsuits or actions) or other development described in such clause (ii) could reasonably be expected, in each case, to result in liability to such Person in excess of $10,000,000 and (b) the foregoing clause (iii) shall be inapplicable if any such event described in such clause (iii) would constitute an Event of Default under Section 9.01(e).
Restatement Event means (i) the Restatement, (ii) any lawsuit or other action previously or hereafter brought against CMS Energy, any of its Subsidiaries or any of their Affiliates or any present or former officer or director of CMS Energy, any of its Subsidiaries or any of their Affiliates involving or arising out of the Restatement, and any settlement thereof, or other development with respect thereto, or (iii) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in any of the foregoing clauses (i) or (ii) or this clause (iii); provided, however, that, for purposes of the definition of "MATERIAL ADVERSE CHANGE", (a) the foregoing clause (ii) shall be inapplicable if such lawsuit or other action, settlement (in an amount in the aggregate together with all other settlements of such lawsuits or actions) or other development described in such clause (ii) could reasonably be expected, in each case, to result in liability to such Person in excess of $6,000,000 and (b) the foregoing clause (iii) shall be inapplicable if any such event described in such clause (iii) would constitute an Event of Default under Section 8.01(e).
Restatement Event means (i) the Restatement, (ii) any lawsuit or other action previously or hereafter brought against the Borrower, any of its Subsidiaries or any of their Affiliates or any present or former officer or director of the Borrower, any of its Subsidiaries or any of their Affiliates involving or arising out of the Restatement, and any settlement thereof, or other development with respect thereto, or (iii) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in any of the foregoing clauses (i) or (ii) or this clause (iii); provided, however, that, for purposes of the definition of “Material Adverse Change”, (a) the foregoing clause (ii) shall be inapplicable if such lawsuit or other action, settlement (in an amount in the aggregate together with all other settlements of such lawsuits or actions) or other development described in such clause (ii) could reasonably be expected, in each case, to result in liability to such Person in excess of $10,000,000 and (b) the foregoing clause (iii) shall be inapplicable if any such event described in such clause (iii) would constitute an Event of Default under Section 9.01(e).
Examples of Restatement Event in a sentence
Except for the Disclosed Matters or as a result of any Restatement Event, each Xerox Company is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding on it or its property, except where failures to do so, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Except for changes resulting from any Restatement Event, such financial statements present fairly, in all material respects, the financial position of Xerox and its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in this Section 3.04(a)(ii).
The Committee may at any time, in its sole discretion, cancel, declare forfeited, rescind, or require the return of any unexercised, undelivered, or unpaid Award (or a portion thereof) upon the Committee determining that (A) the Participant has, at any time (whether before or after the grant date of the Award), committed a Breach of Conduct or (B) a Restatement Event has, at any time (whether before or after the grant date of the Award), occurred.
The Board may at any time, in its sole discretion, cancel, declare forfeited, rescind, or require the return of any unexercised, undelivered, or unpaid Award or Payment contemplated hereby upon the Board determining that a Restatement Event has at any time occurred.
In addition, at any time up to and including the date that is eighteen (18) months following the latest of the vesting, exercise or Payment with respect to an Award, the Board may, in its sole discretion, rescind any such vesting, exercise or Payment, and require the return or repayment, of any Award or Payment contemplated hereby upon the Board determining that a Restatement Event has at any time (whether before or after the vesting, exercise or Payment of the Award) occurred.
More Definitions of Restatement Event
Restatement Event means an event in which the Company is required to prepare an accounting restatement of its financial results due to material noncompliance of the Company with any financial reporting requirements under the securities laws, including any required accounting restatement that results from the correction of an error that is material to the previously issued financial statement(s), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Restatement Event means (a) any Restatement, (b) any lawsuit or other action previously or hereafter brought against any of the Borrowers, any Subsidiary of a Borrower, any of their Affiliates, or any present or former officer or director of any Borrower, any Subsidiary of a Borrower or any of their Affiliates involving or arising out of any Restatement or the need therefor, and any settlement thereof or other development with respect thereto, (c) the failure to (i) timely satisfy any requirement for the delivery or filing of financial statements, Form 10-K or Form 10-Q of the Borrowers and the Guarantors for any Fiscal Year, Fiscal Period, or Fiscal Quarter ending prior to October 1, 2005, (ii) timely satisfy any requirement for the delivery or filing of financial statements or the Form 10-K of the Borrowers for the Borrowers' Fiscal Year ending October 1, 2005 on or prior to the Restatement Date or in the case of Form 10-K or audited financial statements, thereafter, but only if the reason for any such failure after the Restatement Date is the inability to comply with FIN 46, or (iii) timely file Form 10-Q for any Fiscal Quarter ending prior to the Restatement Date, or (d) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in clause (a) through clause (c) preceding or this clause (d).
Restatement Event means any Financial Restatement or a Covered Measure Restatement.The amount of any Incentive-based Compensation subject to recoupment, repayment or forfeiture under the Clawback Policy, as applicable, will be determined by the Committee in its discretion, subject to the terms of the Clawback Policy. Any recoupment of Incentive-based Compensation may be made on a pre-tax or post-tax basis, as determined in the discretion of the Committee;
Restatement Event means (a) the Restatement, (b) any lawsuit or other action previously or hereafter brought against any Xerox Company, any of their Affiliates or any present or former officer or director of a Xerox Company or any of their Affiliates involving or arising out of the Restatement, and any settlement thereof or other development with respect thereto, (c) the failure to timely satisfy any requirement for the delivery of financial statements of any Xerox Company for Fiscal Year 2001 or the first or second Fiscal Quarter of Fiscal Year 2002 or to timely file Xerox's or XCC's Form 10-K for Fiscal Year 2001 or Form 10-Q for the first or second Fiscal Quarter of Fiscal Year 2002 or (d) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in any of the foregoing clauses (a) - (c) or this clause (d).
Restatement Event means (whether as a result of fraud, mistake or otherwise) any negative restatement or other revision of: (A) the financial statements (whether audited or unaudited), results or performance of (i) the Company or (ii) to the extent material to the Company and its Subsidiaries taken as a whole, any Subsidiary, business unit, division or department of the Company; or (B) any data used by the Committee in setting any Performance Goal and/or determining whether and to what extent any Performance Goal has been met.
Restatement Event means (whether as a result of fraud, mistake or otherwise) any negative restatement or other revision of: (A) the financial statements (whether audited or unaudited), results or performance of (i) the Employer or (ii) the Vehicle Components Segment or (iii) to the extent material to the Vehicle Components Segment, any other subsidiary, business unit, segment, division or department of the Employer; or (B) any data used by the Board in calculating or determining EBIT, Working Assets or any other amount, Payment or metric contemplated hereby; provided, however, to be a Restatement Event such restatement or revision must have a negative material impact on the calculation of any actual Payment pursuant to an EVA Award (for clarity, any restatement or revision that has no impact on an actual Payment will not be a Restatement Event).
Restatement Event means (i) the Restatement, (ii) any lawsuit or other action previously or hereafter brought against the Borrower, any of its Subsidiaries or any of their Affiliates or any present or former officer or director of the Borrower, any of its Subsidiaries or any of their Affiliates involving or arising out of the Restatement, and any settlement thereof, or other development with respect thereto, or (iii) the occurrence of any default or event of default under any indenture, instrument or other agreement or contract, or the exercise of any remedy in respect thereof, that arises directly or indirectly as a result of any of the matters described in any of the foregoing clauses (i) or (ii) or this clause (iii); provided, however, that, for purposes of the definition of "MATERIAL ADVERSE CHANGE", (a) the foregoing clause (ii) shall be inapplicable if such lawsuit or other action, settlement (in an amount in the aggregate together with all other settlements of such lawsuits or actions) or other development described in such clause (ii) could reasonably be expected, in each case, to result in liability to such Person in excess of $6,000,000 and (b) the foregoing clause (iii) shall be inapplicable if any such event described in such clause (iii) would constitute an Event of Default under Section 8.01(e).