DEEMED TERMINATED definition

DEEMED TERMINATED will mean: (i) a significant reduction of your duties, title, position or responsibilities relative to your duties, position or responsibilities in effect immediately prior to such reduction (including a material change in your reporting structure, which shall include, but not be limited to, your no longer reporting to HNC's Chief Executive Officer) that is effected without your consent or agreement; (ii) a substantial reduction, without good business reasons, of the facilities and perquisites available to you immediately prior to such reduction if such reduction is effected without your consent or agreement; (iii) a reduction of your base salary and target bonus as in effect immediately prior to such reduction if such reduction is effected without your consent or agreement (other than any such reduction that is effected on substantially a company-wide basis in order to reduce HNC's operating expenses); or (iv) the relocation of your primary office at HNC to a facility or location that is more than fifty (50) miles away from your primary office location immediately prior to such relocation, if such relocation is effected without your consent or agreement. "DEEMED TERMINATION DATE" means the date on which the Deemed Termination occurs.
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Examples of DEEMED TERMINATED in a sentence

  • IF AN EMPLOYEE OF THE COMPANY, OPTIONEE’S EMPLOYMENT SHALL BE DEEMED TERMINATED ON SUCH DATE, IF ANY, AS OPTIONEE BECOMES A PART-TIME EMPLOYEE, AS DEFINED IN THE COMPANY’S THEN CURRENT EMPLOYMENT GUIDELINES.

  • IN THE ABSENCE OF THE EXECUTION AND DELIVERY BY SELLER, BUYER AND TRUSTEE OF THE TRUST AND ESCROW AGREEMENT PRIOR TO THE END OF THE DUE DILIGENCE PERIOD, THIS AGREEMENT SHALL BE DEEMED TERMINATED, THE INITIAL DEPOSIT SHALL BE RETURNED TO BUYER AND SELLER AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS TO EACH OTHER WITH RESPECT TO THE HOTEL PROPERTIES OTHER THAN BUYER'S INDEMNITY OBLIGATION SET FORTH IN SECTION 9.

  • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THIS AGREEMENT HAS NOT BEEN TERMINATED (OR DEEMED TERMINATED) PRIOR TO THE EXPIRATION OF THE FEASIBILITY PERIOD AND THIS AGREEMENT IS THEREAFTER TERMINATED BY SELLER DUE TO BUYER’S DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT (A “BUYER’S DEFAULT”), SELLER SHALL BE ENTITLED TO RETAIN THE ENTIRE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES.

  • IN THE EVENT TENANT FAILS TO SIGN SUCH AMENDMENT TO THIS LEASE WITHIN SAID THIRTY (30) DAY PERIOD, TIME BEING OF THE ESSENCE, THEN LANDLORD SHALL BE ENTITLED TO PROCEED TO MARKET AND/OR LEASE THE ROFO SPACE TO A THIRD PARTY FREE AND CLEAR OF SUCH RIGHT AND SUCH RIGHT SHALL BE DEEMED TERMINATED WITH RESPECT TO THE ROFO SPACE DESCRIBED IN THE NOTICE FROM LANDLORD.

  • IF THIS PROXY IS PROPERLY REVOKED AS DESCRIBED ABOVE, THEN THE POWER OF THE PROXIES NAMED HEREIN TO ACT HEREUNDER SHALL BE DEEMED TERMINATED AND OF NO FURTHER FORCE AND EFFECT.

Related to DEEMED TERMINATED

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Constructive Termination means:

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary (other than a termination for Cause) or termination of employment by a Participant Employee for Good Reason.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Scheduled Termination Date means the date that is 364 days from (and including) the Effective Date, or any succeeding date to which the term of this Agreement is extended pursuant to Section 2.03.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Termination Without Cause means termination by the Company other than due to the Executive’s death or disability or Termination With Cause.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Termination of Consultancy means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Extended Termination Date has the meaning specified in Section 2.16(c).