Common use of Adverse Change in Circumstances Clause in Contracts

Adverse Change in Circumstances. the Executive determines that a change in circumstances has occurred after a Change in Control, including without limitation a change in the scope of the business or other activities for which the Executive is responsible compared to his responsibilities immediately before the Change in Control, (1) which renders the Executive substantially unable to carry out, substantially hinders the Executive's performance of, or causes the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties associated with the office or position held by the Executive immediately before the Change in Control, and (2) which situation is not remedied within 10 calendar days after written notice to Middlefield from the Executive of such determination. Provided his determination is made in good faith, the Executive's determination will be conclusive and binding upon the parties hereto. The Executive's determination will be presumed to have been made in good faith, unless Middlefield establishes by clear and convincing evidence that it was not made in good faith,

Adverse Change in Circumstances. the Executive determines that a change in circumstances has occurred after a Change in Control, including without limitation a change in the scope of the business or other activities for which the Executive is responsible compared to his responsibilities immediately before the Change in Control, (1) which renders the Executive substantially unable to carry out, substantially hinders the Executive's ’s performance of, or causes the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties associated with the office or position held by the Executive immediately before the Change in Control, and (2) which situation is not remedied within 10 calendar days after written notice to Middlefield from the Executive of such determination. Provided his determination is made in good faith, the Executive's ’s determination will be conclusive and binding upon the parties hereto. The Executive's ’s determination will be presumed to have been made in good faith, unless Middlefield establishes by clear and convincing evidence that it was not made in good faith,

Adverse Change in Circumstances. the Executive determines that a change in circumstances has occurred after a Change in Control, including without limitation a change in the scope of the business or other activities for which the Executive is responsible compared to his responsibilities immediately before the Change in Control, (1a) which renders the Executive substantially unable to carry out, substantially hinders the Executive's ’s performance of, or causes the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties associated with the office or position held by the Executive immediately before the Change in Control, and (2b) which situation is not remedied within 10 calendar days after written notice to Middlefield the Corporation from the Executive of such determination. Provided his determination is made in good faith, the Executive's ’s determination will be conclusive and binding upon the parties hereto. The Executive's ’s determination will be presumed to have been made in good faith, unless Middlefield the Corporation establishes by clear and convincing evidence that it was not made in good faith,;