Change of Circumstance definition

Change of Circumstance means any event which would constitute (a) a demotion of the Executive or any assignment to material duties that are substantially inconsistent with the Executive’s position and title immediately prior to such assignment, (b) a reduction in the Executive’s base salary, other than reductions in salaries applied to executives generally, (c) without the Executive's express written consent, the requirement by the Company that the Executive's principal place of employment be relocated more than fifty (50) miles from his place of employment prior to the Change of Control, (d) a substantial reduction in benefits and perquisites provided to the Executive not applicable to executives generally, or (e) a material change in the terms and conditions of the Executive’s employment other than as permitted by (b) or (d) above; provided, however, none of the foregoing shall constitute a Change of Circumstance unless the Executive objects thereto by giving written notice to the Board within 30 days after the Executive becomes aware of such demotion, assignment, reduction, requirements or other change and the Company fails to correct the same within 30 days following receipt of such notice. Notwithstanding the foregoing, a Change of Control does not, standing alone, constitute a Change of Circumstance.
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Change of Circumstance means any event which would constitute (a) a demotion of the Executive or any assignment to material duties that are substantially inconsistent with the Executive's position and title immediately prior to such assignment, (b) a reduction in the Executive's base salary, other than reductions in salaries applied to executives generally, (c) a requirement that the Executive relocate unless acceptable to the Executive, (d) a substantial reduction in benefits and perquisites provided to the Executive not applicable to executives generally, or (e) a material change in the terms and conditions of the Executive's employment other than as permitted by (b) or (d) above; provided, however, none of the foregoing shall constitute a Change of Circumstance unless the Executive objects thereto by giving written notice to the Board within 30 days after the Executive becomes aware of such demotion, assignment, reduction, requirements or other change and the Company fails to correct the same within 30 days following receipt of such notice. Notwithstanding the foregoing, a Change of Control does not, standing alone, constitute a Change of Circumstance.
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Change of Circumstance means any material event, material development or material change in circumstances with respect to the Company that (a) was neither known to the Company Board nor reasonably foreseeable as of or prior to the date of the Merger Agreement nor known by an executive officer of the Company nor reasonably foreseeable as of or prior to the date of the Merger Agreement and (b) does not relate to (i) any Takeover Proposal, (ii) any events, developments, or changes in circumstance relating to Parent, Purchaser or any of their affiliates or (iii) the mere fact the Company meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement, or changes after the date of the Merger Agreement in the market price or trading volume of the Shares or the credit rating of the Company (however, the underlying reasons for such events may constitute such material event, material development or material change in circumstances). Nothing contained in the procedures described above will prohibit the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act and shall not require the giving of a notice or compliance with the procedures set forth above; provided, however, that in no event shall the Company or the Company Board or any committee thereof take, or agree or resolve to take, any prohibited action described above. Table of Contents Reasonable Best Efforts The Merger Agreement provides that:
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Examples of Change of Circumstance in a sentence

  • Change of Circumstance lists each change with previous and revised amounts, and with MI payment changes.iv.

  • Verify that each occurrence of the Good Faith Estimate is supported by a documented valid Change of Circumstance.

  • Change of Circumstance form lists changing circumstances (i.e., lock).iii.

  • The deregulation of the Mexican LPG market shall constitute a Change of Circumstance under this Agreement.

  • Change of Circumstance in file, dated and signed within 3 days of the change.ii.

  • Change of Circumstance in file, dated and signed within 3 days of the change.

  • The board annually reviews and approves the company’s annual business plan (including the annual budget), and approves the strategies as reflected in the company’s long range plan.• The board believes that the appropriate size for the board is between 10 and 14 members.• Directors stand for re-election annually.• The Board maintains a Mandatory Retirement and Change of Circumstance policy and reviews the policy periodically to ensure it continues to serve the company’s best interests.

  • The failure by the Executive to set forth in the Notice of Termination or Change of Circumstance any fact or circumstance which contributes to a showing of Change of Circumstance shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing his rights hereunder.

  • Executive has signed an Invention and Trade Secret Agreement and has other legal and fiduciary obligations to maintain the confidentiality of Company information, including information relating to potential or planned Substantial Change of Circumstance events.

  • The table below lists the competencies of the current non-executive directors, together with their required retirement dates in accordance with Suncor's Retirement and Change of Circumstance Policy (assuming an annual meeting in late April of their retirement year) based on their current ages.


More Definitions of Change of Circumstance

Change of Circumstance means, with respect to each Borrower that is a China A Share Investor, (a) such Borrower shall cease to have a subadvisor that has RQFII Status and has the necessary investment quota (to the extent allocated to such Borrower) to support the contemplated investment activities of such Borrower in China A shares, (b) such subadvisor or such Borrower is in default of any applicable law, rule, regulation or directive of any applicable PRC regulator, or there shall occur any change of any applicable law, rule, regulation or directive of the PRC to the extent that such default or change would have a material adverse effect on the ability of such Borrower to realize upon its investments in the PRC (including any repatriation thereof), or (c) there is any material development that would reasonably be expected to cast further doubt on the separateness of the assets of such Borrower from that of its custodian and/or subadviser, or which materially increases the likelihood that the assets of such Borrower could be subject to the claims of creditors of such Borrower’s custodian, subcustodian or subadviser.
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Change of Circumstance means that Employee is without his approval and without cause reduced in rank and/or significantly reduced in salary (by more than twenty percent (20%)).
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Change of Circumstance since December 31, 2004, there have been no Adverse Changes of Circumstance related to the Borrower, and the Borrower has no knowledge of any circumstance related to the Borrower Group that could entail any Adverse Changes of Circumstance;
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Related to Change of Circumstance

  • 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:

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

  • 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.

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

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

  • Special Circumstances means either or both of the following:

  • Change of use means a use of the park for a purpose other than the rental, or the holding out for rent, of two or more mobilehome sites to accommodate mobilehomes used for human habitation, and does not mean the adoption, amendment, or repeal of a park rule or regulation. A change of use may affect an entire park or any portion thereof. “Change of use” includes, but is not limited to, a change of the park or any portion thereof to a condominium, stock cooperative, planned unit development, or any form of ownership wherein spaces within the park are to be sold.

  • Unforeseen Circumstances means changes in circumstances affecting a Covered Species or the Covered Lands that could not reasonably have been anticipated by the Parties at the time of the HCP’s negotiation and development, and that result in a substantial and adverse change in the status of the Covered Species.

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

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Exceptional Circumstances means disclosure:

  • 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).

  • 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.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • 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.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Law shall have the meaning set forth in Section 8.02.

  • Uncontrollable Circumstance means any event which:

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

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • 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.

  • 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.