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: (A) The termination or notice of termination of Executive's employment with SPI without Breach of Duty. (B) The assignment to Executive of any duties inconsistent with his status as an executive of SPI, the removal of Executive from the position he held before the Change in Control of SPI, or a substantial diminution in the nature or status of Executive's responsibilities from those in effect immediately before the Change in Control. (C) A reduction by SPI in Executive's annual base salary as in effect on the date immediately before the Change in Control or as the same may be increased from time to time. (D) Either the relocation of the executive office of SPI or the relocation of Executive's individual office in Kenner, Louisiana, to a location outside of the New Orleans Standard Metropolitan Statistical Area (SMSA) so as to require Executive to be based anywhere other than in the New Orleans SMSA except for required travel on the business of SPI and its Subsidiaries to an extent substantially consistent with Executive's present business travel obligations.
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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

  • Failure of SPI to obtain such assumption and agreement shall be a breach of this agreement and shall entitle Executive to compensation from SPI in the same amount and on the same terms as he would be entitled if he terminated his employment with SPI following a Change in Control with Adverse Circumstances (as described in paragraph 6) of this agreement.

  • Mitigation of Adverse Circumstances ................................................................

  • Except as set forth on the "Schedule of Other Adverse Circumstances" on Schedule "V" hereto, all contracts, leases and other agreements to be assigned or transferred to Buyer hereunder are in good standing and are not in default and neither Seller nor the Shareholder knows of any facts or circumstances which, after any satisfaction or expiration of applicable notice or opportunity to cure provided for therein may or could constitute an event of default.

  • Mitigation of Adverse Circumstances ...............................................................

  • Failure of SPI to obtain such assumption and agreement shall be a breach of this agreement and shall entitle Executive to compensation from SPI in the same amount and on the same terms as he would be entitled if he terminated his employment with SPI following a Change in Control with Adverse Circumstances (as described in paragraph 2) of this agreement.

  • In any such case, Trimeris must in good faith conclude that Materially Adverse Circumstances exist and Trimeris shall be obligated to pay MiniMed a termination fee in the form of a one-time payment and/or royalty payments for the balance of the exclusivity period.

  • SPI and the Executive hereby acknowledge and agree that consummation of the Merger (as defined under the Merger Agreement), shall not in and of itself constitute Adverse Circumstances under the Change in Control Agreement.

  • Except as otherwise set forth on the "Schedule of Other Adverse Circumstances" attached as Schedule "V" hereto, to the Seller's and the Shareholder's knowledge, there are no developments or circumstances, existing or threatened, of a special or unusual nature that may be materially adverse to the Property or Seller's business.

  • 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.

  • Mitigation of Adverse Circumstances...................................


More Definitions of Adverse Circumstances

Adverse Circumstances means any of the following sets of circumstances surrounding the termination of Executive's employment with SPI after a Change in Control. 2.1.1 SPI's termination of Executive's employment without Breach of Duty, or SPI's notice to Executive of such a termination. 2.1.2 The assignment to Executive of any duties inconsistent with his status as an executive of SPI, the removal of Executive from the position he held before the Change in Control of SPI, or a substantial diminution in the nature or status of Executive's responsibilities from those in effect immediately before the Change in Control. 2.1.3 A reduction by SPI in Executive's annual base salary as in effect on the date immediately before the Change in Control or as the same may be increased from time to time. 2.1.4 Either the relocation of the executive office of SPI or the relocation of Executive's individual office in Kenner, Louisiana, to a location outside of the New Orleans Standard Metropolitan Statistical Area (SMSA) so as to require Executive to be based anywhere other than in the New Orleans SMSA except for required travel on the business of SPI and its Subsidiaries to an extent substantially consistent with Executive's present business travel obligations.
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