Adverse Circumstances definition

Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control:
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Adverse Circumstances shall have the meaning set out in the Appendix to this Agreement.
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Examples of Adverse Circumstances in a sentence

  • DCA will deduct points for: DCA Administrative Noncompliance, Program Non-compliance, Adverse Circumstances (ACs), and for Significant Adverse Events (SAEs) for which the Applicant has obtained a DCA waiver (see Appendix I Threshold Section XIX.

  • Junior Members who have concerns about health or personal problems seriously affecting work and examination performance should complete a Serious Adverse Circumstances form during the Easter Term.

  • If you are uncertain whether to submit a claim of Serious Adverse Circumstances, you are advised to seek the guidance of your one of the Programme Tutors.

  • In making its recommendations, the Programme Board has available to it the confirmed grades and recommendations of the Module Boards of Examiners, composite assessment profiles for each student, notifications of any instances of claims to Serious Adverse Circumstances and any apparent offences of plagiarism or collusion.

  • Monitoring Tools and Reserves on DIM Portfolios Under Adverse Circumstances.

  • Extenuating CircumstancesIf there are extenuating circumstances, submit a Severe Adverse Circumstances form, with supporting documentation, as soon as possible to the Programme Administrator so that the evidence can be considered by the School Assessment Panel.

  • If you are unwell you are encouraged to stay home and not return until you are feeling better to avoid any contagion to fellow students, staff and clients attending the service.Any absence will require you to submit an Application for Adverse Circumstances.

  • Lender Adverse Circumstances The Lender shall inform the Borrower as soon as reasonably possible after becoming aware of any event or circumstance that would prevent it from performing its obligations (or compromise performance thereof) under this Agreement.

  • The standard process for considering exceptional personal mitigating circumstances – things beyond a student’s control – is called Serious Adverse Circumstances (SACs).

  • The trainee will need to complete and submit a Severe Adverse Circumstances form and provide written support/medical certificate to substantiate the decision.

Related to Adverse Circumstances

  • Special Circumstances means either or both of the following:

  • Exigent Circumstances means circumstances where collection or disclosure is urgently necessary, such that procedures that would otherwise be required cannot be followed.

  • Unforeseen Circumstances under the Federal Permit means changes in circumstances affecting a Covered Species or geographic area covered by the HCP/NCCP that could not reasonably have been anticipated by the Plan developers and USFWS at the time of the Plan’s negotiation and development, and that result in a substantial and adverse change in the status of a Covered Species. “Unforeseen Circumstances” under the State Permit means changes affecting one or more species, habitat, natural community, or the geographic area covered by the Plan that could not reasonably have been anticipated at the time of Plan development, and that result in a substantial adverse change in the status of one or more Covered Species.

  • Exceptional Circumstances means disclosure:

  • Extenuating Circumstances means the inability to perform at an optimum level arising from one or more of the reasons set out in clause 6.1.

  • Aggravated circumstances means circumstances in which a parent:

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Special Circumstance means an event where, in the opinion of the Bank acting reasonably and in good faith, an amendment or a change is made to a taxation act or regulation, to taxation practices, policies or administration, to the interpretation of a taxation act or regulation or taxation practice, policy or administration; or an event occurs, now or in future, caused by circumstances beyond the control of the Bank making it illegal or disadvantageous, from a legislative or regulatory point-of-view, or disadvantageous, from a financial point- of-view, for the Bank to allow the Deposits of such series to remain outstanding. As provided hereunder, certain other extraordinary events affecting the underlying interest may be deemed to constitute a Special Circumstance and entitle the Bank to proceed with a Reimbursement Under Special Circumstances.

  • Exigent Circumstance means a Covered Person either has a Condition that may seriously jeopardize his or her life, health, or ability to regain maximum function or is undergoing a current course of treatment using a non-Formulary medication. The request for an expedited review should include the following support:

  • Reasonable in the circumstances means using no more force than is needed.

  • Reimbursement Under Special Circumstances means a special reimbursement of the Deposits, prior to the Maturity Date, in the circumstances and the manner described under “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Circumstance means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

  • Uncontrollable Circumstance means any event which:

  • Change in Circumstance means any significant change to you, including but not limited to:

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Special Eurodollar Circumstance means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

  • Adverse action means a home or remote state action.

  • Material Loss means an uninsured:

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Financial Obligations means any Debt and/or Derivatives Obligation of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, the principal or face amount (with respect to Debt) or Settlement Amount (with respect to Derivatives Obligations, after giving effect to any netting arrangements) of which exceeds in the aggregate $100,000,000.

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement or the consummation of the Mergers and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or US GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic (including COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transaction, or (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of clauses (i) through (iii), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.

  • Information Security Incident means (i) any actual or suspected incident involving Seller Information System that may involve Buyer’s Sensitive Information, or (ii) any actual or suspected unauthorized access to, use, or disclosure of Buyer’s Sensitive Information.