Determination of Good Reason. In order for Executive to terminate for Good Reason, (i) Executive must notify the Board, in writing, within ninety (90) days of the event constituting Good Reason of Executive’s intent to terminate employment for Good Reason, that specifically identifies in reasonable detail the facts and events that the Executive believes constitute Good Reason; (ii) the event must remain uncured for thirty (30) days following the date that Executive notifies the Board in writing of Executive’s intent to terminate employment for Good Reason (the “Notice Period”), and; (iii) the termination date must occur within sixty (60) days after the expiration of the Notice Period.
Determination of Good Reason. Any reasonable determination by Executive that any of the events specified in Section 4.4(a) above has occurred and constitutes Good Reason shall be conclusive and binding for all purposes, unless the Company establishes that Executive did not have any reasonable basis for such determination.
Determination of Good Reason. For the purposes of this Article 5.5, any determination of "Good Reason" shall be made solely by the Corporation's independent auditors.
Determination of Good Reason. For the purposes of this Agreement, any final determination of "Good Reason" shall be made solely by the Corporation's independent auditors.
Determination of Good Reason. Executive's determination that an event constituting Good Reason as defined in Section 3.4(a)(i)(2)-(7) has occurred during an Imminent Control Change Period shall not be entitled to any presumptive validity or other deference by a court.
Determination of Good Reason. Executive's determination that an event constituting Good Reason has occurred during a Post-Merger of Equals Period shall not be entitled to any presumptive validity or other deference by a court.
