Absence of Certain Changes or Events Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, there has not been: (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).
Amendment or Termination This Agreement may be amended at any time by written agreement between the Company and Executive. The Company may terminate this Agreement by written notice given to Executive at least two years prior to the effective date of such termination, provided that, if a Change in Control occurs prior to the effective date such termination, the termination of this Agreement shall not be effective and Executive shall be entitled to the full benefits of this Agreement. Any such amendment or termination shall be made pursuant to a resolution of the Board.
Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:
Modification or Termination The Loan Documents may only be modified or terminated by a written instrument or instruments intended for that purpose and executed by the party against which enforcement of the modification or termination is asserted. Any alleged modification or termination which is not so documented shall not be effective as to any party.