Material Change by Company definition

Material Change by Company means (a) without the Executive's express -------------------------- written consent, the assignment to him of any duties materially inconsistent with his positions, duties, and responsibilities with the Company during the twelve (12) months prior to the date of this Agreement; (b) a material reduction in the Executive's Base Salary; (c) the failure by the Company to continue in effect any benefit or compensation plan, pension plan, life insurance plan, health and accident plan or disability plan in which he is presently participating or enter into new plans substantially similar to those previously mentioned which, when considered in the aggregate, provide him with a substantially similar level of benefits in the aggregate; or (d) any purported termination of his employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 5.8 below. For purposes of this paragraph, a material reduction in the Executive's Base Salary is defined as 10% of the current Base Salary at the time of reduction.
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Examples of Material Change by Company in a sentence

  • Date of Termination" shall mean (A) if this ------------------- Agreement is terminated for Permanent Disability, five (5) days after Notice of Termination is given, (B) if Executive's employment is terminated for a Material Change by Company, the date specified in the Notice of Termination, and (C) if Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given by the Company.

  • Any termination by the Company for --------------------- Permanent Disability or Cause or by the Executive for a Material Change by Company shall be communicated by written Notice of Termination to the other party hereto.

  • Any termination by the Company for Permanent --------------------- Disability or Cause or by the Executive for a Material Change by Company shall be communicated by written Notice of Termination to the other party hereto.

Related to Material Change by Company

  • Material Change means a change that an average, careful investor would want to know about before making an investment decision. If a material change occurs afler you make an investment commitment but before the ORering closes, then the Company will notify you and ask whether you want to invest anyway. If you do not affirmatively choose to invest, then your commitment will be cancelled, your funds will be returned to you, and you will not receive any securities.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Potential Change in Control means the occurrence of any of the following events:

  • Substantial Change means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

  • Significant change means a major decline or improvement in the tenant’s status which does not normally resolve itself without further interventions by staff or by implementing standard disease-related clinical interventions that have an impact on the tenant’s mental, physical, or functional health status.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Detrimental Conduct means, as determined by the Company, the Participant’s serious misconduct or unethical behavior, including any of the following: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the Participant’s Separation from Service for Cause; (c) the commission of a criminal act by the Participant, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Material Restricted Subsidiary any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not constitute Material Subsidiaries.

  • Financial Reports means the Annual Financial Statements and the Interim Accounts.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Reporting Company means a company that is obligated to file periodic reports under Sections 13 or 15(d) of the Securities Exchange Act.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Change is defined in Section 3.2.

  • Material Events means any of the events listed in Section 3 of this Continuing Disclosure Undertaking.

  • Business Relation means any current or prospective client, customer, licensee, or other business relation of the Company Group, or any such relation that was a client, customer, licensee, supplier, or other business relation within the six (6) month period prior to the expiration of the Employment Period, in each case, to whom I provided services, or with whom I transacted business, or whose identity became known to me in connection with my relationship with or employment by the Company.

  • Material Company means, at any time:

  • Significant Effects under this clause 11 include termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs. Consultation about changes to rosters or hours of work

  • Material Casualty has the meaning set forth in Section 14.1.1.

  • Accounting Policies means the accounting policies and procedures set out in Part C of Schedule 4 (Accounting Policies);

  • Change in Status means any of the events described below, as well as any other events included under subsequent changes to Code section 125 or regulations issued thereunder, which the Plan Administrator, in its sole discretion and on a uniform and consistent basis, determines are permitted under IRS regulations and under this Plan.

  • Significant impact means that the proposal is likely to have a noticeable effect on specific section(s) of the community greater than on the general community at large.