Modification to “Good Reason” Definitions Sample Clauses

Modification to “Good Reason” Definitions. The provisions of Section 6(c) setting forth the definition of “Good Reason” are hereby amended as follows: · In clause (i), the term “reduction” is replaced by the term “material reduction”, and at the end of clause (i) before the semicolon the following text is inserted: provided, however, that a reduction in Base Salary and/or Target Bonus with an annualized value of one and one half percent (1.5%) of Employee’s then current annual base pay or more in the aggregate, taking into account any related effect a salary reduction has on target bonus and other components of compensation, shall be deemed material; · The final proviso of Section 6(c) is deleted and in its stead is inserted the following: provided that, in each such case, Employee shall have given notice to the Company that such event or condition has arisen within ninety (90) days after such event or condition has arisen, and the event or condition has continued uncured for a period of more than thirty (30) days after Employee has given such notice thereof to the Company, and Employee has terminated employment for Good Reason within eighteen (18) months after such uncured event or condition has arisen. The provisions of Section I.2(C) of the CiC Amendment setting forth the definition of “Good Reason” are hereby amended as follows: · In clause (i), the term “reduction in Employee’s salary” is replaced by the term “material reduction in Employee’s salary”, and the term “reduction in Employee’s target bonus opportunity” is replaced by the term “material reduction in Employee’s target bonus opportunity”, and at the end of clause (i) before the semicolon the following text is inserted: provided, however, that a reduction in salary and/or target bonus opportunity with an annualized value of one and one half percent (1.5%) of Employee’s then current annual base pay or more in the aggregate, taking into account any related effect a salary reduction has on target bonus and other components of compensation, shall be deemed material; · The final proviso of Section I.2(C) of the CiC Amendment is deleted and in its stead is inserted the following: provided that, in each such case, Employee shall have given notice to the Company that such event or condition has arisen within ninety (90) days after such event or condition has arisen, and the event or condition has continued uncured for a period of more than thirty (30) days after Employee has given such notice thereof to the Company, and Employee has terminated...
Sample 1
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Modification to “Good Reason” Definitions. The provisions of Section 6(a) are hereby amended as follows: · After clause (z) in Section 6(a)(ii), before the period, insert the following: provided that, in such case, Employee shall have given notice to the Company that the event or condition referred to in clause (x), (y) or (z) has arisen within ninety (90) days after such event or condition has arisen, and the event or condition has continued uncured for a period of more than thirty (30) days after Employee has given such notice thereof to the Company (in addition to any right of the Company to cure as provided above), and Employee has terminated employment for that reason within eighteen (18) months after such uncured event or condition has arisen. · In clause (z) of Section 6(a)(ii), the term “adverse effect” is replaced by the term “material adverse effect”
Sample 1

Related to Modification to “Good Reason” Definitions

  • Good Reason Defined For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:

  • Definition of Good Reason For purposes hereof, “Good Reason” shall mean:

  • Additional Definitions The following terms have the meanings given below:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:

  • SECTION I - DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning parallel thereto.

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Special Definitions For purposes of this Article Fourth, the following definitions shall apply:

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

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