Materially Altered definition

Materially Altered means without the Participant’s written consent, (i) a material reduction in the Participant’s authority, duties or responsibilities relative to the Participant’s authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Participant’s base compensation, where such reduction was imposed without Cause, or (iii) a material change in the geographical location at which the Participant must perform his or her duties as an Employee of the Company. For the avoidance of doubt, “Materially Altered” shall only apply to Employees.
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Materially Altered means without the Covered Employee's written consent, (i) a material reduction in the Covered Employee's authority, duties or responsibilities relative to the Covered Employee's authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Covered Employee's base compensation, where such reduction was imposed without Cause, or (iii) a material change in the geographical relocation at which the Covered Employee must perform his or her duties as an employee of the Company.
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Materially Altered means (i) a material reduction in the Covered Employee’s title, authority, status or responsibilities relative to the Covered Employee’s title, authority, status or responsibilities in effect immediately prior to such reduction where such reduction was imposed without Cause, (ii) a reduction in the Covered Employee’s annualized Total Cash Compensation Target, without Covered Employee’s written consent, where such reduction was imposed without Cause; (iii) relocation of the Covered Employee’s principal place of performing his or her duties as an employee of the Company by more than thirty (30) miles, without Covered Employee’s written consent.
Sample 1

Examples of Materially Altered in a sentence

  • DeSimone, Has Financial Regulatory Reform Materially Altered the Preemption Landscape for Federally Chartered Institutions?, 127 BANKING L.J. 759, 761 (2010).

  • Whether AMICO Renewed the Bonds and Materially Altered OCD’s Obligation.

  • There are Genuine Issues of Material Fact Regarding Whether AMICO Materially Altered the Nature of OCD’s Obligation.

  • Undue Hardship and/or Materially Altered classroom environment must be based on objective evidence, not mere speculation about hardship.

  • Therefore, the Purchaser intended to acquire the Assets together with the Sale Shares.

  • Whether AMICO Materially Altered OCD’s Obligation When it Added Textron as a New Dual Obligee to the Bonds.

  • To do so, the Covered Employee must provide the Company with written notice that he or she is exercising his or her right to such Severance Benefit within ninety (90) days of the date that his or her job prospects are Materially Altered or the Covered Employee’s employment is Involuntarily Terminated.

  • Submitters’ CommentsApplicant’s ResponsesOfficer’s ResponsesIt will be difficult toprovide a safe delivery of children to / from the site, as a result of the existing traffic and parking from nearby schools /kindergartens and the narrow width of Duckett Drive.My property has a front yardlarge enough for 6 vehicles.

  • Except as provided in Section 13, at any time within the Determination Period for a Covered Employee following a Change in Control (i) the Covered Employee’s job prospects are Materially Altered, or (ii) the Covered Employee’s employment is Involuntarily Terminated, other than for Cause or death or permanent disability, then the Covered Employee may exercise his or her rights under the Plan.

  • Kinds of operations are: • Supplemental,• Domestic, and• Flag operations.C. Materially Altered Airplane.


More Definitions of Materially Altered

Materially Altered or “Material Alteration” means except as otherwise provided pursuant to Exhibit A hereto, without the Covered Employee’s written consent, (i) a material reduction in the Covered Employee’s authority, duties or responsibilities relative to the Covered Employee’s authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Covered Employee’s base compensation or target incentive opportunity, where such reduction was imposed without Cause, or (iii) a material change in the geographical location at which the Covered Employee must perform his or her duties as an employee of the Company; provided that a change to such location which increases the Covered Employee’s commuting distance by more than 35 miles from that in effect immediately prior to the change shall be deemed to be a material change for purposes of this clause (iii). Notwithstanding the forgoing, for Non-U.S. Covered Employees, the definition of “Materially Altered” shall be deemed to be modified to the extent that the definition (or an element thereof) is impermissible under applicable law, to the minimum extent required to comply with any such law.
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Related to Materially Altered

  • Substantially all means a sale, lease, exchange or other transfer involving seventy percent (70%) or more of the fair market value of the assets of such entity; or

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Permitted Businesses means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

  • Organic solvent means any VOC which is used alone or in combination with other agents, and without undergoing a chemical change, to dissolve raw materials, products or waste materials, or is used as a cleaning agent to dissolve contaminants, or as a dissolver, or as a dispersion medium, or as a viscosity adjuster, or as a surface tension adjuster, or a plasticiser, or as a preservative.

  • Sexually oriented business means an adult arcade, adult bookstore or adult video store, adult cabaret, adult motel, adult motion picture theater, adult theater, escort agency, nude model studio, or sexual encounter center.

  • Materially Impair means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

  • Organic law means the statute governing the internal affairs of a domestic or foreign corporation or

  • medically approved means certified by a medical practitioner;

  • Permitted Business means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.

  • materially shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole; and

  • Organic Waste means such type of Solid Waste that can be degraded by micro- organisms, but shall not include Excluded Wastes;

  • Materially Damaged means damage which, in Seller's reasonable estimation, exceeds $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair.

  • Organic rules means the public organic record and private organic rules of an entity.

  • Dispose of has the meaning ascribed to that expression by section 21F(8) of the Control Act. AS WITNESS the execution of this Agreement by or on behalf of the parties hereto the day and year first hereinbefore written. SIGNED by THE HONOURABLE XXXXXX XXXX XXXXX X.X. X.X.X. for and on behalf of the State of Western Australia in the presence of: P. A. XXXXX.

  • Related Business means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

  • Controlled unaffiliated business means a company:

  • Fly ash means any particles of gas-borne solid matter resulting from the combustion of any solid fuel but excluding process emissions.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value (as determined in good faith by the Borrower) in excess of $50.0 million, the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) the Borrower and the Subsidiaries are in compliance with Section 5.09 to the extent required thereby with respect to any person acquired in such acquisition, and (vi) the aggregate amount of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition shall not exceed the sum of (x) the greater of (I) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition or investment for which financial statements have been delivered pursuant to Section 5.04 and (II) $500.0 million and (y) the portion of Cumulative Credit on the date of such election by the Borrower.

  • Organic Materials means, for the purposes of Section 9.4 of the Act, any chemical compound of carbon, including diluents and thinners which are liquids at standard conditions and which are used as dissolvers, viscosity reducers or cleaning agents, including polychlorinated dibenzo-p-dioxins, polychlorinated dibenzofurans and polynuclear aromatic hydrocarbons but excluding methane, carbon monoxide, carbon dioxide, carbonic acid, metallic carbonic acid, metallic carbide, metallic carbonates, and ammonium carbonate are not organic materials.

  • regulated business means a business which is required to be licensed under one or other of the regulatory laws;

  • DISCOM means the “Distribution Licensee” who is authorized to operate and maintain a distribution system for selling electricity to the consumers in his area of supply at tariffs regulated by the State / Central Regulatory Authority, whichever is applicable.

  • Consolidated Businesses means the General Partner, the Borrower and their wholly-owned Subsidiaries.

  • Emotionally Disturbed means a condition exhibiting one or more of the following characteristics over a long period of time and to a marked degree that adversely affects a student's educational performance due to:

  • Generally Applicable Law means the federal law of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of assumption paragraphs (f) and (h) above and our opinion below, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including: