Approved Departure definition

Approved Departure shall be defined as a termination of the Participant’s membership on the Board, including a resignation from the Board by the Participant or a Participant not standing for re-election to the Board, provided that such termination is approved in advance by the Board. Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.
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Approved Departure means a termination of your service as a member of the Board, including resignation from the Board by you or your not standing for reelection to the Board, other than a termination resulting from (i) your willful and continued failure to substantially perform your duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by you or (iii) your commission of a felony, in each such case, as determined by the Board in its sole discretion.
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Examples of Approved Departure in a sentence

  • Unless otherwise determined by the Administrator, if an Optionee’s employment or service terminates in a Company Approved Departure, unvested Options shall not be forfeited and shall continue to vest in accordance with the schedule set forth in this Stock Option Agreement.

  • If a Participant’s employment is terminated for any reason other than death, Disability, in a Company Approved Departure or by the Company for Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • If a Participant’s employment is terminated for any reason other than death, Disability, Company Approved Departure, Cause or by the Company without Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • If a Participant’s employment or service terminates in a Company Approved Departure (as defined below), all unvested Restricted Stock Units shall not be forfeited upon such termination and shall continue to vest in accordance with the schedule as set forth in the Grant Notice.

  • If a Participant’s employment terminates for any reason other than death, Disability, in a Company Approved Departure, in a Qualifying Permanent Retirement or by the Company for Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • If a Participant’s employment or service (i) terminates in a Company Approved Departure (as defined below) or (ii) is terminated by the Company for a reason other than for Cause, then, in each case, all unvested Restricted Stock Units shall not be forfeited upon such termination and shall continue to vest in accordance with the schedule as provided on the Xxxxxx Xxxxxxx Xxxxx Xxxxxx Benefit Access System.

  • If a Participant’s employment or service terminates in a Company Approved Departure (as defined below), all unvested Restricted Shares shall not be forfeited upon such termination and shall continue to vest in accordance with the schedule as provided the Grant Notice.

  • However, in the event that your termination of service as an Independent Director occurs due to your death, Disability, or Approved Departure, any unvested Shares shall become Vested Shares.

  • If a Participant’s employment or service (i) terminates in a Company Approved Departure (as defined below) or (ii) is terminated by the Company for a reason other than for Cause, then, in each case, all unvested Restricted Stock Units shall not be forfeited upon such termination and shall continue to vest in accordance with the schedule, and shall continue to be subject to the achievement of the Performance Goals, as provided on the Xxxxxx Xxxxxxx Xxxxx Xxxxxx Benefit Access System.

  • If a Participant’s employment is terminated for any reason other than death, Disability, Company Approved Departure or Cause, all unvested Restricted Shares shall immediately be forfeited.

Related to Approved Departure

  • Gross vehicle weight rating means the weight specified by the manufacturer as the loaded weight of a single vehicle.

  • Investment Grade Credit Rating means (i) a Credit Rating of Baa3 or higher given by Xxxxx’x, (ii) a Credit Rating of BBB- or higher given by S&P or (iii) a Credit Rating of BBB- or higher given by Fitch.

  • approved facility means any private practice, hospital, clinic or other health facility in Namibia defined in section 1 of the Hospitals and Health Facilities Act, 1994 (Act No. 36 of 1994), approved by the Council for the purpose of the training of hearing aid acoustics interns, and “facility” has a corresponding meaning;

  • Long-term care facility means a nursing home, retirement care, mental care, or other facility or institution that provides extended health care to resident patients.

  • Approved List means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.

  • Approved Location means (a) a storage terminal or facility located in the United States or Canada owned by the Borrower or a Subsidiary; or (b) other storage location located in the United States or Canada identified by the Borrower by notice to the Administrative Agent for which, if requested by the Administrative Agent, the Borrower has used commercially reasonable efforts to cause the owner, operator or landlord thereof to execute and deliver, a waiver of lien, subordination agreement or similar agreement in form and substance reasonably acceptable to the Administrative Agent with respect to any inventories of Petroleum Products stored at such terminal or facility.

  • approved rating means, for a security, a rating at or above one of the following rating categories issued by an approved rating organization for the security or a rating category that replaces a category listed below:

  • Long-term care insurance means group insurance that is authorized by the retirement system for retirants, retirement allowance beneficiaries, and health insurance dependents, as that term is defined in section 91, to cover the costs of services provided to retirants, retirement allowance beneficiaries, and health insurance dependents, from nursing homes, assisted living facilities, home health care providers, adult day care providers, and other similar service providers.

  • Required Ratings Downgrade Event means that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold.

  • Approved Ratings Threshold means each of the S&P Approved Ratings Threshold and the Moody’s First Trigger Ratings Threshold.

  • P.01 Transmission Grade of Service (“GOS”) means a trunk facility provisioning standard with the statistical probability of no more than one call in 100 blocked on initial attempt during the average busy hour.

  • CAISO-Approved Meter means a CAISO approved revenue quality meter or meters, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all electric energy produced by the Generating Facility less Station Use.

  • Approved Lease means (a) each existing Lease as of the Closing Date as set forth in the Leasing Affidavit and (b) each Lease entered into after the Closing Date in accordance with the terms and conditions contained in Section 9.09 as such leases and related documents shall be Modified as permitted pursuant to the terms of this Agreement.

  • Approved Device means a device described in Subsection 20A-21-201(4) used to

  • S&P Approved Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating from S&P of “A+”.

  • Approved Financial Institution means any bank approved by Exchange in accordance with its credit review procedures or policies;

  • VA Approved Lender means a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

  • Downgrade Event means, unless otherwise specified on the Cover Sheet, for a Party means that Party’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or becomes no longer rated by either S&P or Moody’s.

  • Approved Lender is defined in Section 12.1.

  • Collateral Provider means the Security Collateral Provider under a Security Document or the Transferor under a Transfer Annex, according to context, in relation to which “Collateral Taker” means the Secured Party or the Transferee, as the case may be.