Adverse Circumstances definition

Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control:
Sample 1Sample 2Sample 3
Adverse Circumstances shall have the meaning set out in the Appendix to this Agreement.
Sample 1

Examples of Adverse Circumstances in a sentence

  • Failure of SPI to obtain such assumption and agreement shall be a breach of this agreement and shall entitle Executive to compensation from SPI in the same amount and on the same terms as he would be entitled if he terminated his employment with SPI following a Change in Control with Adverse Circumstances (as described in paragraph 6) of this agreement.

  • The standard process for considering exceptional personal mitigating circumstances – things beyond a student’s control – is called Serious Adverse Circumstances (SACs).

  • If you are uncertain whether to submit a claim of Serious Adverse Circumstances, you are advised to seek the guidance of your one of the Programme Tutors.

  • Claims to Serious Adverse Circumstances must be submitted by the deadline advertised on Studynet.

  • If you are unwell you are encouraged to stay home and not return until you are feeling better to avoid any contagion to fellow students, staff and clients attending the service.Any absence will require you to submit an Application for Adverse Circumstances.

  • This agreement allows us to take advantage of Enterprise licensing price levels to greatly reduce our costs for licensing with Microsoft.

  • Mitigation of Adverse Circumstances ................................................................

  • If this happens, you need then to form an opinion about the impact of the Serious Adverse Circumstances on the student’s academic performance (not on the severity of the Serious Adverse Circumstances per se).

  • See Penalties for the Late Submission of Work for more.Serious Adverse Circumstances.

  • Adverse Circumstances In the event DCA determines that there are adverse circumstances which may affect the capacity or qualifications of the Project Team members as a result of their credit history or past involvement in affordable housing multifamily development, DCA may determine that a Project Team is not qualified or should be limited in the amount or type of funding received.

Related to Adverse Circumstances

  • Special Circumstances means either or both of the following:

  • Exigent Circumstances means circumstances where collection or disclosure is urgently necessary, such that procedures that would otherwise be required cannot be followed.

  • Unforeseen Circumstances means changes in circumstances affecting a Covered Species or the Covered Lands that could not reasonably have been anticipated by the Parties at the time of the HCP’s negotiation and development, and that result in a substantial and adverse change in the status of the Covered Species.

  • Exceptional Circumstances means disclosure:

  • Extenuating Circumstances means the inability to perform at an optimum level arising from one or more of the reasons set out in clause 6.1.

  • Aggravated circumstances means circumstances in which a parent:

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Special Circumstance means an event where, in the opinion of the Bank acting reasonably and in good faith, an amendment or a change is made to a taxation act or regulation, to taxation practices, policies or administration, to the interpretation of a taxation act or regulation or taxation practice, policy or administration; or an event occurs, now or in future, caused by circumstances beyond the control of the Bank making it illegal or disadvantageous, from a legislative or regulatory point-of-view, or disadvantageous, from a financial point- of-view, for the Bank to allow the Deposits of such series to remain outstanding. As provided hereunder, certain other extraordinary events affecting the underlying interest may be deemed to constitute a Special Circumstance and entitle the Bank to proceed with a Reimbursement Under Special Circumstances.

  • Exigent Circumstance means a Covered Person either has a Condition that may seriously jeopardize his or her life, health, or ability to regain maximum function or is undergoing a current course of treatment using a non-Formulary medication. The request for an expedited review should include the following support:

  • Reasonable in the circumstances means using no more force than is needed.

  • Reimbursement Under Special Circumstances means a special reimbursement of the Deposits, prior to the Maturity Date, in the circumstances and the manner described under “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Circumstance means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

  • Uncontrollable Circumstance means any event which:

  • Change in Circumstance means any significant change to you, including but not limited to:

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Special Eurodollar Circumstance means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

  • Adverse action means a home or remote state action.

  • Material Loss means an uninsured:

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Financial Obligations means a principal or face amount of Debt (other than (i) the Loans and (ii) Non-recourse Debt) and/or payment or collateralization obligations in respect of Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the aggregate $150,000,000.

  • SPAC Material Adverse Effect means any Effect that, individually or in the aggregate with all other Effects, is or would reasonably be expected to (a) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the SPAC; or (b) prevent, materially delay or materially impede the performance by the SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law (including any COVID-19 Measures) or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by the SPAC as required by this Agreement or any Ancillary Agreement; (vii) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including any redemptions by any stockholders of the SPAC); or (viii) any actions or failures to take action, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of the foregoing clauses (i) through (iii), to the extent that the SPAC is materially and disproportionately affected thereby as compared with other participants in the industries in which the SPAC operates.

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.

  • Information Security Incident means (i) any actual or suspected incident involving Seller Information System that may involve Buyer’s Sensitive Information, or (ii) any actual or suspected unauthorized access to, use, or disclosure of Buyer’s Sensitive Information.