Company Breach Event definition

Company Breach Event has the meaning set forth in Section 9.2.3(a).
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Company Breach Event means the failure of the Board to agree in writing, at least thirty (30) days prior to the deadline for the submission of stockholder nominations for directors at the 2018 Annual Meeting, to nominate for election at the 2018 Annual Meeting, a New Director Nominee in accordance with Section 1.1(d) hereof.
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Company Breach Event means either of: (i) the failure of the Company during any calendar year to operate substantially in accordance with the Budget for such year or to achieve any of the Milestones for such year; or (ii) the failure of the Company to perform any of its obligations hereunder, including any of the provisions of Sections 4.4, 4.5, or 4.6 hereof.
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Examples of Company Breach Event in a sentence

  • Following a Company Breach Event, if Vertex [***], and elects to exercise its rights under Section 11.4.1 [***], then, without limiting any other remedies available to Vertex under Section 13.12.6, such election by Vertex shall be its sole and exclusive remedy for such Company Breach Event.

  • For clarity, Vertex may elect, following a Company Breach Event, (a) [***] or (b) [***], Vertex may exercise any other remedies available to it under this Agreement or at law or in equity.

Related to Company Breach Event

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Company Termination Event means any of the following:

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

  • Put Event means the occurrence of any of the following:

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Terminating Event means any of the following events:

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Substantial Breach means the following:

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Constructive Termination means:

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Major Breach means a breach of:

  • Disabling Event means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Benchmark Event means, with respect to an Original Reference Rate: