Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.
Partnership Change of Control means Tesoro ceases to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the General Partner of the Partnership, whether through ownership of voting securities, by contract, or otherwise.
In this award, unless the contrary intention appears:Act means the Fair Work Act 2009 (Cth)agreement-based transitional instrument has the meaning in the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth)award-based transitional instrument has the meaning in the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth)crisis assistance and supported housing sector means the provision of crisis assistance and supported housing services[Definition of default fund employee inserted by PR546089 ppc 01Jan14] default fund employee means an employee who has no chosen fund within the meaning of the Superannuation Guarantee (Administration) Act 1992 (Cth)[Definition of defined benefit member inserted by PR546089 ppc 01Jan14] defined benefit member has the meaning given by the Superannuation Guarantee (Administration) Act 1992 (Cth)[Definition of disability services sector deleted by PR995399 ppc 26Mar10] [Definition of Division 2B State award inserted by PR503704 ppc 01Jan11]Division 2B State award has the meaning in Schedule 3A of the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth)[Definition of Division 2B State employment agreement inserted by PR503704 ppc 01Jan11] Division 2B State employment agreement has the meaning in Schedule 3A of theFair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth)[Definition of employee substituted by PR997772 from 01Jan10] employee means national system employee within the meaning of the Act[Definition of employer substituted by PR997772 from 01Jan10] employer means national system employer within the meaning of the Actenterprise award-based instrument has the meaning in the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth) [Definition of exempt public sector superannuation scheme inserted by PR546089 ppc 01Jan14] exempt public sector superannuation scheme has the meaning given by theSuperannuation Industry (Supervision) Act 1993 (Cth)family day care scheme sector means the operation of a family day care scheme for the provision of family day care serviceshome care sector means the provision of personal care, domestic assistance or home maintenance to an aged person or a person with a disability in a private residence[Definition of MySuper product inserted by PR546089 ppc 01Jan14] MySuper product has the meaning given by the Superannuation Industry (Supervision) Act 1993 (Cth)NES means the National Employment Standards as contained in sections 59 to 131 of the Fair Work Act 2009 (Cth)on-hire means the on-hire of an employee by their employer to a client, where such employee works under the general guidance and instruction of the client or a representative of the client[Definition of social and community services sector varied by PR995399 ppc 26Mar10] social and community services sector means the provision of social and community services including social work, recreation work, welfare work, youth work or community development work, including organisations which primarily engage in policy, advocacy or representation on behalf of organisations carrying out such work and the provision of disability services including the provision of personal care and domestic and lifestyle support to a person with a disability in a community and/or residential setting including respite centre and day services[Note inserted by PR531544 ppc 21Nov12] To avoid doubt, an employee will not be precluded from being engaged under Schedule B, instead of another schedule, merely because they provide services in a private residence or in outreach.standard rate means the minimum wage for a Social and community services employee level 3 at pay point 3 in clause 15.3transitional minimum wage instrument has the meaning in the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth)
Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.
Change in Control Protection Period means the period commencing on the date a Change in Control occurs and ending on the first anniversary of such date.
Termination following a Change of Control means a Termination of Employment within two years after a Change of Control either:
Amendment No. 1 Effective Date has the meaning specified in Amendment No. 1.
Amendment No. 8 Effective Date means the “Effective Date” as defined in Amendment No. 8.
Amendment No. 4 Effective Date means the “Effective Date” as defined in Amendment No. 4.
Amendment No. 7 Effective Date means the “Effective Date” as defined in Amendment No. 7.
Amendment No. 5 Effective Date means the “Amendment Effective Date” as defined in Amendment No. 5.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Circular (including by incorporation by reference) to the extent it contains (i) a Change in Molson Recommendation or a Change in Coors Recommendation (as the case may be), (ii) a statement of the reasons of the board of directors of Molson or Coors (as the case may be) for making such Change in Molson Recommendation or Change in Coors Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing.
Restructuring Effective Date means the later of: (i) the date on which all of the Conditions Precedent (other than Clause 5.1(d) of the Restructuring Agreement) are fulfilled or waived; and (ii) the Scheme Effective Date.
Amendment No. 6 Effective Date means the “Effective Date” as defined in Amendment No. 6.
Amendment No. 3 Effective Date means the “Effective Date” as defined in Amendment No. 3.
Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.
Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.
Additional Effectiveness Deadline means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, fifty (50) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.
Amendment No. 2 Effective Date has the meaning specified in Amendment No. 2.
Termination After Change in Control means either of the following events occurring within twenty-four (24) months after a Change in Control:
Refinancing Effective Date shall have the meaning assigned to such term in Section 2.21(j).
Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
Termination Upon a Change in Control means (i) a termination by the Employee of the Employee’s employment with the Employer or Avocent within six (6) months following any “Change in Control” or (ii) any termination by the Employer or Avocent Corporation of the Employee’s employment with the Employer or Avocent(other than a Termination for Cause) within eighteen (18) months following any “Change in Control.”
Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.
Initial Effectiveness Deadline means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement is not subject to a full review by the SEC, forty-five (45) calendar days after the Initial Filing Deadline, or (ii) in the event that the Initial Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Initial Filing Deadline, and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.
Amendment Effectiveness Deadline Date has the meaning set forth in Section 2(d) hereof.