Special Cause means: (i) the willful failure of Employee to perform any duties reasonably assigned to him pursuant to Paragraph 3 hereof, which failure is not cured by Employee within thirty days following written notice thereof from the Company or (ii) the commission by Employee of an act involving theft, dishonesty or any other wrongful action or conduct which materially damages the Company, its subsidiaries and affiliates, taken as a whole.
Special Cause means a Cause event which results in damage to the business, reputation or financial condition of the Company. In each case, if not purchased pursuant to the put or call, the Shareholder can continue to hold the Stock - The Fair Market Value of a share of Stock will be calculated on the same basis as "Per share equity" as set forth under the heading "Performance Vesting" in the Option Plan term sheet of today's date. - All puts and calls above must be exercised and closed within 180 days of the date on which they are triggered. - The Company will use commercially reasonable efforts to cause the covenants in its debt agreements to allow exercise of the put/call options in the event of Management Shareholder termination. However, decision to call remains at the Company's sole discretion.
Special Cause means (i) your conviction of a felony involving moral turpitude committed at any time in connection with your services to CIT or FCB, or (ii) your willful misconduct at any time in connection with your services to CIT or FCB that is materially and demonstrably economically injurious to FCB. For purposes of this definition, no act or failure to act shall be deemed to be “willful” (A) unless such act is done or omitted to be done in bad faith or (B) if such act is done or omitted to be done based on the direction of the Board, the Chief Executive Officer or on advice of counsel to FCB. A termination for Special Cause shall not occur unless (a) FCB has provided you written notice specifying in detail the alleged condition of Special Cause within ninety (90) days of the FCB’s knowledge of such condition; and (b) if curable, you have failed to cure such alleged condition within ten (10) days following your receipt of such written notice. In addition, and for the avoidance of doubt, in order for any recoupment or similar policy of FCB to be applicable to you, any failure to comply with, or violation of, FCB’s policies or wrongdoing must be willful and material.
Examples of Special Cause in a sentence
If, in its sole discretion, Vereniging Aegon determines that a Special Cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of one vote per common share B for a limited period of six months.
Coverage No less broad than ISO Form CP 10 30 (Special Cause of Loss), but does not have to be on the ISO form No exclusions for scaffolding No exclusions for testing Additional Coverage/No coinsurance provision shall apply.
However, Aegon N.V. and Vereniging Aegon entered into a Voting Rights Agreement whereby Vereniging Aegon has agreed voluntarily to waive the full voting right on the common share B except in certain circumstances, which qualify as Special Cause.
In case of a special cause, Vereniging Aegon may cast one vote for every common share B it holds, resulting in a Special Cause voting right of 32.6%.
In the event of a Special Cause, Vereniging Aegon’s voting rights will increase, currently to 32.6%, for up to six months.
More Definitions of Special Cause
Special Cause means the following, each of which constitutes breach: (i) a Controllable Completion Factor of [***] (in the case of E175 Covered Aircraft) or [***] (in the case of CRJ Covered Aircraft) or below for each of any three consecutive calendar months or for each of any four calendar months during any period of seven consecutive calendar months, (ii) an On-Time Departure Rate of [***] or below for each of any four consecutive calendar months or for each of any four calendar months during any period of seven consecutive calendar months; provided that all departure delays or cancellations caused by United and resulting from a material and extraordinary event that causes a departure delay or cancellation to similarly situated United or United Express flights not operated by Contractor or its affiliates shall be excluded from such calculation in this clause (ii), and that, for the avoidance of doubt and without limitation, Weather and ATC Delays and Cancels shall not be considered delays caused by United, or (iii) a Performance Level for Controllable Completion Factor or On-Time Departure Rate below a grade of [***] for a period of six (6) consecutive calendar months;” Except as otherwise specified herein, capitalized terms shall have the meanings ascribed to such terms in the Agreement. This Amendment may be executed in counterparts. Except as expressly amended in this Amendment, the Agreement will remain in full force and effect.
Special Cause means the following, each of which constitutes breach: (i) a Controllable Completion Factor of [***] (in the case of E175 Covered Aircraft) or [***] (in the case of CRJ Covered Aircraft) or below for each of any three consecutive calendar months or for each of any four calendar months during any period of seven consecutive calendar months, (ii) an On-Time Departure Rate of [***] or below for each of any four consecutive calendar months or for each of any four calendar months during any period of seven consecutive calendar months; provided that all departure delays or cancellations caused by United and resulting from a material and extraordinary event that causes a departure delay or cancellation to similarly situated United or United Express flights not operated by Contractor or its affiliates shall be excluded from such calculation in this clause (ii), and that, for the avoidance of doubt and without limitation, Weather and ATC Delays and Cancels shall not be considered delays caused by United, (iii) a Customer Satisfaction score of [***] for a period of each of any four consecutive calendar months or for each of any four calendar months during any period of seven consecutive calendar months; provided that if [***] or more of the collective number of all United Express regional jet operators receive a score of [***] in any given month, then such month shall be excluded from the above calculation in this clause (iii), or (iv) a Performance Level for any Performance Metric below a grade of [***] for a period of six (6) consecutive calendar months; provided that, with respect only to the Customer Satisfaction Operating Goal, if [***] or more of the collective number of all United Express regional jet operators receive a score of [***] in any given month, then such month shall be excluded from the above calculation in this clause (iv).
Special Cause shall include, but not be limited to: (a) willful engagement in conduct that involves dishonesty or moral turpitude that either (i) results in substantial personal enrichment at the expense of the Corporation or any of its affiliates, or (ii) is demonstrably and materially injurious to the financial condition or reputation of Corporation or any of its affiliates, or (b) Employee’s willful violation of the provisions of any confidentiality or non-competition agreement between Employee and the Corporation or any of its affiliates. An act or omission shall be deemed “willful” for the purposes hereof only if done, or omitted to be done, in bad faith and without reasonable belief that it was in the best interests of Corporation and its affiliates. For the purposes of this subparagraph, the Corporation shall be considered to have undergone a change in control if the holder(s) of more than fifty per cent of the current equity ownership in the Corporation or its parent sell common stock to unrelated third parties resulting in such holders then having less than fifty per cent ownership in the Corporation. In the event of any conflict between this provision and any provision of the Change of Control Severance Agreement, dated as of July 31, 2003, such Change of Control Severance Agreement shall control.
Special Cause means the following, each of which constitutes breach: (i) a Controllable Completion Factor of [***] (in the case of E175 Covered Aircraft) or [***] in the case of CRJ900 Covered Aircraft or below for each of any [***] calendar months or for each of any [***]calendar months during any period of [***] calendar months, (ii) an On-Time Departure Rate of [***]or below for each of any [***] calendar months or for each of any [***] calendar months during any period of [***] calendar months; provided that all departure delays or cancellations caused by United and resulting from a material and extraordinary event that causes a departure delay or cancellation to similarly situated United or United Express flights not operated by Contractor or its affiliates shall be excluded from such calculation in this clause (ii), and that, for the avoidance of doubt and without limitation, Weather and ATC Delays and Cancels shall not be considered delays caused by United, or (iii) a Controllable Completion Factor below [***]and an On-Time Departure Rate below [***] for a period of [***] calendar months.
Special Cause has the meaning set forth in Section 1(b)(iii) hereof.
Special Cause means that the party, including its officers, directors and/or any person owning at least twenty five percent of its equity securities:
Special Cause means (i) a Shareholder's commission of an act of dishonesty, fraud or embezzlement affecting the Wackenhut Subsidiaries or their Clients, or commission of an act (other than the good faith exercise of his business judgment in the performance of his duties) resulting in material damage to the Wackenhut Subsidiaries, or (ii) a Shareholder's conviction by any county, state or federal court of any crime punishable by incarceration. Wackenhut shall have the right, exercisable from time to time in Wackenhut's sole discretion, to waive in writing any rights or remedies available under this Agreement upon the occurrence of any event or circumstances which constitute Special Cause.