Covered Opportunity definition

Covered Opportunity has the meaning set forth in Section 2.6.
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Covered Opportunity shall have the meaning set forth in Section 3.3(c).
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Covered Opportunity shall have the meaning set forth in Section 4.1(a).
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Examples of Covered Opportunity in a sentence

  • No Director appointed by a Sponsor Shareholder Group who is an employee of the Company or ESH REIT or their respective Subsidiaries, as applicable, may pursue a Covered Opportunity in his or her personal capacity or in conjunction with or on behalf of any other Person without the prior written approval of the Company Board or ESH REIT Board, as applicable.

  • CCT will promptly notify Alliqua in writing of each Covered Opportunity.

  • No Investor or director who is an employee of the Company or its Subsidiaries may pursue a Covered Opportunity in his or her personal capacity or in conjunction with or on behalf of any other Person without the prior written approval of the General Partner.

  • No Director appointed by a Sponsor Shareholder who is an employee of the Company or its Subsidiaries may pursue a Covered Opportunity in his or her personal capacity or in conjunction with or on behalf of any other Person without the prior written approval of the Board.

  • If any terms or conditions materially change or differ from those set forth in the Covered Opportunity Notice, said Covered Opportunity must then be resubmitted to the Class A Members on the basis of the changed terms and conditions and the Class A Members shall have forty-five (45) days from receipt of the revised Covered Opportunity Notice to consider such Covered Opportunity.

  • Each Class A Member must exercise such participation right within forty-five (45) days from the date such Class A Member receives a Covered Opportunity Notice (the “Response Date”).

  • Celularity will promptly notify Sanuwave in writing of each Covered Opportunity.

  • In the event that a Class A Member does not deliver an Acceptance Notice prior to the Response Date, such Class A Member will be deemed to have rejected the right to participate in such Covered Opportunity on the terms and conditions set forth in the Covered Opportunity Notice; provided, however, in no event shall such Covered Opportunity be offered to third parties on terms or conditions materially different than those set forth in the Covered Opportunity Notice.

  • The Company shall have no right of first refusal, right of first offer or any other right or obligation in relation to the Covered Opportunity, except for such right to notice from you and such opportunity to discuss without obligation by the Company or any other party.

  • Your compliance in good faith with the preceding sentence, by itself (and without disclosure of Confidential Information (as defined in Section 10)), will not be a breach of Section 10 or require you to disclose the applicable Covered Opportunity to the Company, provided in each case that you fully comply with your other obligations below and otherwise under this Agreement.


More Definitions of Covered Opportunity

Covered Opportunity has the meaning set forth in Section 4.04.
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Related to Covered Opportunity

  • Award Opportunity means a cash award opportunity established under the Plan for a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish.

  • Business Opportunity means any commercial, investment or other business opportunity relating to the Business.

  • Intimidating, threatening, abusive, or harming conduct means, but is not limited to, conduct that does the following:

  • Business Opportunities means all ideas, concepts or information received or developed (in whatever form) by you concerning any business, transaction or potential transaction that constitutes or may constitute an opportunity for the Company to earn a fee or income, specifically including those relationships that were initiated, nourished or developed at the Company’s expense. Confidential Information does not include data or information: (1) which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by you without authorization from the Company; (2) which has been independently developed and disclosed by others; or (3) which has otherwise entered the public domain through lawful means.

  • Company Incentive Plan shall have the meaning assigned to it in Section 1.7 hereof.

  • Management Incentive Plan means the Company’s bonus program, as implemented by the Company’s board of directors from time to time and pursuant to which the Executive may receive incentive-based compensation at fiscal year end.

  • Performance Cash Award means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

  • Plan Objective means the objective of securing the return described in the brochure to which these Terms and Conditions are attached.

  • polygamous marriage means any marriage to which paragraph 5 applies;

  • Other Cash-Based Award means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

  • Number of Students Who Began Program means the number of students who began the program who are scheduled to complete the program within the reporting calendar year.

  • Long-Term Incentive Award means an Award described in Section 6(g) hereof that is based upon a period in excess of one year.

  • Settling Defendants means Johnson & Johnson, AmerisourceBergen, Cardinal Health, and McKesson, as well as their subsidiaries, affiliates, officers, and directors named in a National Settlement Agreement.

  • Mobile crisis outreach team means a crisis intervention service for minors or families of minors experiencing behavioral health or psychiatric emergencies.

  • Attack directed against any civilian population means a course of conduct involving the multiple commission of acts referred to in paragraph 1 against any civilian population, pursuant to or in furtherance of a State or organizational policy to commit such attack;

  • FY or “Fiscal Year” means the fiscal year of the Borrower commencing on July 1 and ending on June 30 of the following year;

  • Qualifying Performance Criteria means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Parent, Subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, and on a pre-tax or after-tax basis, in each case as specified by the Committee in the Award: (i) cash flow (including operating cash flow or free cash flow); (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) expenses; (xxv) economic value added; (xxvi) product quality; (xxvii) number of customers; (xxviii) objective customer indicators; (xxix) customer satisfaction; (xxx) new product invention or innovation; (xxxi) profit after taxes; (xxxii) pre-tax profit; (xxxiii) working capital; (xxxiv) sales; (xxxv) advancement of the Company’s product pipeline; (xxxvi) consummation of strategic transactions; (xxxvii) reduction in cash utilization; and (xxxviii) addition of technologies and products. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements.

  • Education program or activity means locations, events, or circumstances for which the school district exercises substantial control over both the respondent and the context in which the sexual harassment occurs and includes school district education programs or activities that occur on or off of school district property.

  • Management Objectives means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Option Rights, Appreciation Rights, Restricted Shares and dividend credits pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made relative to the performance of other corporations. The Management Objectives applicable to any award to a Covered Employee shall be based on specified levels of or growth in one or more of the following criteria:

  • incentive plan award means compensation awarded, earned, paid, or payable under an incentive plan;

  • Corporate Opportunity has the meaning set forth in Section 4.01.

  • Share Incentive Plan means any one of the foregoing plans.

  • Management Plan means a plan to manage the activities and protect the special value or values in an Antarctic Specially Protected Area or an Antarctic Specially Managed Area.

  • Performance Cash means any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

  • Covered Executives means the Company’s current and former executive officers, as determined by the Administrator in accordance with the definition of executive officer set forth in Rule 10D-1 and the Listing Standards.

  • AIP means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.