Approved Departure definition

Approved Departure shall be defined as a termination of the Participant’s membership on the Board, including a resignation from the Board by the Participant or a Participant not standing for re-election to the Board, provided that such termination is approved in advance by the Board. Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.
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Approved Departure means a termination of your service as a member of the Board, including resignation from the Board by you or your not standing for reelection to the Board, other than a termination resulting from (i) your willful and continued failure to substantially perform your duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by you or (iii) your commission of a felony, in each such case, as determined by the Board in its sole discretion.
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Examples of Approved Departure in a sentence

  • Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.

  • Unless otherwise determined by the Administrator, if an Optionee’s employment or service terminates in a Company Approved Departure, unvested Options shall not be forfeited and shall continue to vest in accordance with the schedule set forth in this Stock Option Agreement.

  • If a Participant’s employment is terminated for any reason other than death, Disability, in a Company Approved Departure or by the Company for Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • If a Participant’s employment or service terminates in a Company Approved Departure (as defined below), all unvested Restricted Stock Units shall not be forfeited upon such termination and shall continue to vest in accordance with the schedule as set forth in the Grant Notice.

  • If a Participant’s employment is terminated for any reason other than death, Disability, Company Approved Departure, Cause or by the Company without Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • Fractional Shares shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of fractional Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control.

  • If a Participant’s employment terminates for any reason other than death, Disability, in a Company Approved Departure, in a Qualifying Permanent Retirement or by the Company for Cause, all unvested Restricted Stock Units shall immediately be forfeited.

  • If a Participant’s employment is terminated for any reason other than death, Disability, Company Approved Departure or Cause, all unvested Restricted Shares shall immediately be forfeited.

  • Approved Departure: An approved Departure shall be considered as meeting TII’s requirements for that element of the works, provided that any mitigation measures proposed by the designer or conditional to that approval are also incorporated into the design and works.

  • The omission or amendment of any applicable mandatory requirement within the SPW documents or SCD drawings shall only be allowed under an Approved Departure from Standards.

Related to Approved Departure

  • Statement of Departures means Schedule C-1 to the form of Proposal attached as Schedule C.

  • Departure means (i) for purposes other than those specified in subdivision (ii), imposition of a sentence outside the applicable guideline range or of a sentence that is otherwise different from the guideline sentence; and (ii) for purposes of §4A1.3 (Departures Based on Inadequacy of Criminal History Category), assignment of a criminal history category other than the otherwise applicable criminal history category, in order to effect a sentence outside the applicable guideline range. "Depart" means grant a departure.

  • approved facility means any private practice, hospital, clinic or other health facility in Namibia defined in section 1 of the Hospitals and Health Facilities Act, 1994 (Act No. 36 of 1994), approved by the Council for the purpose of the training of hearing aid acoustics interns, and “facility” has a corresponding meaning;

  • Approved List means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.

  • Approved Location means the site for the operation of the Franchised Business selected by Franchisee and approved in writing by Franchisor;

  • State historic preservation officer means the governor’s appointee who is responsible for the management of the historic preservation program of the state and compliance of the state historic preservation program with federal statutes and regulations of the National Park Service.

  • Contracting Department any contracting authority as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000 other than the Department; "Contractor Personnel" all employees, agents, consultants and contractors of the Contractor and/or of any Sub-contractor; "Contractor Software" software which is proprietary to the Contractor, including software which is or will be used by the Contractor for the purposes of providing the Services; "Crown Body" any department, office or agency of the Crown;

  • CAISO Approved Meter means any revenue quality, electric energy measurement meter furnished by Seller, that (a) is designed, manufactured and installed in accordance with the CAISO’s metering requirements, or, to the extent that the CAISO’s metering requirements do not apply, Prudent Electrical Practices, and (b) includes all of the associated metering transformers and related appurtenances that are required in order to measure the net electric energy output from the Generating Facility.

  • Approved Lease has the meaning set forth in Section 6.11(a).

  • Approved Device means a device described in Subsection 20A-21-201(4) used to

  • Enclosed, locked facility means a building, room, greenhouse, outdoor fenced-in area, or other location that is enclosed on all sides and prevents cannabis from easily being viewed by the public. The facility shall be equipped with locks or other security devices that permit access only by:

  • VA Approved Lender means a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

  • Expiry Date (Data di Scadenza) means the Expiry Date as specified in § 1 of the Product and Underlying Data.

  • Approved Lender is defined in Section 12.1.

  • Collateral Provider means the Security Collateral Provider under a Security Document or the Transferor under a Transfer Annex, according to context, in relation to which “Collateral Taker” means the Secured Party or the Transferee, as the case may be.

  • Approved Manager means, in relation to each Ship, Allseas Marine S.A. a corporation organised and existing under the laws of the Republic of Liberia, having its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx and maintaining a ship management office at Voula Center, Xxxxxxxx Xxxxxx Xxxxxx 000-000, 000 00 Xxxxx, Xxxxxx or any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical and/or commercial manager of a Ship;

  • Website of the European Central Bank means the website of the European Central Bank currently at http://www.ecb.europa.eu or any successor website officially designated by the European Central Bank.

  • Required Facility Lenders means, with respect to any Facility on any date of determination, Lenders having more than 50% of the sum of (i) the outstanding Loans under such Facility and (ii) the aggregate unused Commitments under such Facility; provided that, to the same extent set forth in Section 10.07(h) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders.

  • Disposal facility means a facility or part of a facility at which hazardous waste is intentionally placed into or on any land or water, and at which waste will remain after closure. The term disposal facility does not include a corrective action management unit into which remediation wastes are placed.

  • Approved Commercial Bank means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

  • Required Facility Documents means all licenses, permits, authorizations, and agreements, including a Generation Interconnection Agreement or equivalent, necessary for construction, operation, and maintenance of the Facility consistent with the terms of this Agreement, including without limitation those set forth in Exhibit C.

  • Examined Facility means (I) each proposed new Generator and proposed new UDR project, and each existing Generator that has ERIS only and no CRIS, that is a member of the Class Year Study, Additional SDU Study or Expedited Deliverability Study that requested CRIS, or that requested an evaluation of the transfer of CRIS rights from another location in the Class Year Facilities Study commencing in the calendar year in which the Class Year Facility Study determination is being made (the Capability Periods of expected entry as further described below in this Section, the “Mitigation Study Period”), and (II) each (i) existing Generator that did not have CRIS rights, and (ii) proposed new Generator and proposed new UDR project, provided such Generator under Subsection (i) or (ii) is an expected recipient of transferred CRIS rights at the same location regarding which the ISO has been notified by the transferor or the transferee of a transfer pursuant to OATT Attachment S Section 25.9.4 that will be effective on a date within the Mitigation Study Period (“Expected CRIS Transferee”). The term “Examined Facilities” does not include any facility exempt from an Offer Floor pursuant to the provisions of Section 23.4.5.7.7. Exceptional Circumstances: shall mean one or more unavoidable circumstances, as determined by the ISO, that individually or collectively render as unavailable the data necessary for the ISO to perform an audit and review of a Market Party, pursuant to Section 23.4.5.6.2 of this Services Tariff. Exceptional Circumstances may include, but are not limited to: the inaccessibility of the physical facility; the inaccessibility of necessary documentation or other data; and the unavailability of information regarding the regulatory obligations with which the Market Party will be required to comply in order to return its Generator to service which regulatory obligations are not yet known but which will be made known by the applicable regulatory authority under existing laws and regulations provided that none of the above described circumstances are the result of delay or inaction by the Market Party. The magnitude of the repair cost, alone, shall not be an Exceptional Circumstance.

  • Loan Modification Offer has the meaning specified in Section 2.24(a).

  • Primary care-giver means a person who assumes the principal role of providing care and attention to a child.

  • Transit-oriented facility means a facility that houses a transit station in a manner that promotes transit ridership or passenger rail use.

  • New Jersey Stormwater Best Management Practices (BMP) Manual or “BMP Manual” means the manual maintained by the Department providing, in part, design specifications, removal rates, calculation methods, and soil testing procedures approved by the Department as being capable of contributing to the achievement of the stormwater management standards specified in this chapter. The BMP Manual is periodically amended by the Department as necessary to provide design specifications on additional best management practices and new information on already included practices reflecting the best available current information regarding the particular practice and the Department’s determination as to the ability of that best management practice to contribute to compliance with the standards contained in this chapter. Alternative stormwater management measures, removal rates, or calculation methods may be utilized, subject to any limitations specified in this chapter, provided the design engineer demonstrates to the municipality, in accordance with Section IV.F. of this ordinance and N.J.A.C. 7:8-5.2(g), that the proposed measure and its design will contribute to achievement of the design and performance standards established by this chapter.