Detrimental Change definition

Detrimental Change means, without the Employee’s express written consent:
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Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is substantially inconsistent with those of an executive officer of the Company. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of an executive officer of the Company, the removal of the Employee from, or any failure to re-elect him as an officer of the Company, a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements. If the Employee fails to notify the Company within thirty (30) days of the relocation that he will terminate his employment with the Company due to the relocation, then such failure to notify shall constitute a waiver and such relocation shall not be deemed a Detrimental Change.
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Detrimental Change means a significant change to Policy Benefits that are reduced or removed as a result of the change.
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Examples of Detrimental Change in a sentence

  • Xxxxx shall provide Trinity, or its successor, as applicable, with advance written notice of his intention to terminate his employment pursuant to a Detrimental Change in Duties specifying the condition causing the Detrimental Change in Duties and Trinity, or is successor, as applicable, shall have ten (10) days to cure the specified condition.

  • While the Supplier would not typically make changes that would intentionally cause the Client to lose access to material Data or fundamentally decrease the utility of the SaaS Service or Mobile App to the Client (“Detrimental Change”), if a Detrimental Change is made during the term of the Client’s Agreement then the Client may terminate the Agreement by notice to the Supplier.

  • To exercise this right, the Client must give the Supplier notice of its termination within 30 days of the Supplier making the Detrimental Change.

  • At any meeting of the Committee, the greater of two members or a majority of the members of the Committee shall constitute a quorum.

  • Detrimental Change in Duties is defined as (A) without Xxxxx’ written consent, a significant and material reduction in duties, titles, working conditions or responsibilities solely caused by a Change of Control; (B) changes in reporting relationship such that Xxxxx is no longer directly reporting to the CEO; or (C) a material breach of this Agreement by Trinity, or its successor, as applicable.

  • If the Client does not terminate this Agreement in accordance with this clause, it is deemed to have accepted the Detrimental Change.

  • Detrimental Change in Duties is defined as (A) without Xxxxx’x written consent, a significant and material reduction in duties, titles, working conditions or responsibilities solely caused by a Change of Control; (B) changes in reporting relationship such that Xxxxx is no longer directly reporting to the Board or the board of directors of the successor of Trinity; or (C) a material breach of this Agreement by Trinity, or its successor, as applicable.

  • Section D.6.b. of the Employment Agreement is hereby modified to provide Wxxxx must provide any advance written notice of this intention to terminate his employment pursuant to a Detrimental Change in Duties within ninety (90) days of the initial occurrence of such a condition.

  • Section D.6.b. of the Employment Agreement is hereby modified to provide Xxxxx must provide any advance written notice of this intention to terminate his employment pursuant to a Detrimental Change in Duties within ninety (90) days of the initial occurrence of such a condition.

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More Definitions of Detrimental Change

Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is substantially inconsistent with those of Manager of Systems Software Design or a position of similar responsibility and authority. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of Manager of Systems Software Design or a position of similar responsibility and authority, a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements. If the Employee fails to notify the Company within thirty (30) days of the relocation that he will terminate his employment with the Company due to the relocation, then such failure to notify shall constitute a waiver and such relocation shall not be deemed a Detrimental Change.
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Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is inconsistent with those of senior executive management. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of senior executive management, the removal of the Employee from, or any failure to re-elect him as an officer and director of the Company, a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements.
Sample 1
Detrimental Change means the failure of the Company to comply with the material terms of this Agreement, a material reduction in the Employee's duties or responsibilities hereunder or the relocation of the Employee's primary office of employment to a location more than thirty-five (35) miles from the location of such office prior to the relocation or substantially increased travel requirements.
Sample 1
Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is inconsistent with those duties customarily performed by a company's Chief Financial Officer. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of senior executive management, the removal of the Employee from, or any failure to re-elect him as an officer of the Company, the assignment of the Employee to be under the direct supervision of anyone reporting directly or indirectly to the Chairman or CEO of the Company, a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location other than New York city and more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements.
Sample 1
Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is inconsistent with those duties customarily performed by a company's Vice President, Sales and Marketing. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of senior executive management, a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location other than Lawrenceville, New Jersey and more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements.
Sample 1
Detrimental Change means a detrimental change in the nature or scope of the Employee's employment or duties which is substantially inconsistent with those of an executive officer of the Company. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of an executive officer of the Company, the removal of the Employee from, or any failure to re-elect him as an officer of the Company, the assignment of the Employee to be under the direct supervision of anyone reporting to the Chairman or CEO of the Company (unless the Employee is given written notice of the assignment at least three (3) months and no more than six (6) months prior to the effective date of the assignment and such notice includes a reasonably complete description of the job duties and reporting contemplated by the assignment), a reduction in Salary or other employee benefits, the failure by the Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location more than fifty (50) miles from the location of such office prior to the relocation, and substantially increased travel requirements. If the Employee fails to notify the Company within thirty (30) days of the relocation that he will terminate his employment with the Company due to the relocation, then such failure to notify shall constitute a waiver and such relocation shall not be deemed a Detrimental Change.
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Related to Detrimental Change

  • Detrimental Conduct means, as determined by the Company, the Participant’s serious misconduct or unethical behavior, including any of the following: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the Participant’s Separation from Service for Cause; (c) the commission of a criminal act by the Participant, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Detrimental Activity means: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring of) any non-clerical employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or any Person with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such Person) or any Person from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer of the Company or its Affiliates without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; (f) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its Affiliates, or the rendering of services to such organization or business if such organization or business is otherwise prejudicial to or in conflict with the interests of the Company or its Affiliates provided, however, that competitive activities shall only be those competitive with any business unit or Affiliate of the Company with regard to which the Participant performed services at any time within the two years prior to the Participant’s Termination; or (g) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). For purposes of sub-sections (a), (c), (d) and (f) above, the General Counsel or the Chief Executive Officer of the Company shall have authority to provide the Participant with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Corporate Change means one of the following events: (i) the merger, consolidation, or other reorganization of the Company in which the outstanding Stock is converted into or exchanged for a different class of securities of the Company, a class of securities of any other issuer (except a direct or indirect wholly owned subsidiary of the Company), cash or other property; (ii) the sale, lease or exchange of all or substantially all of the assets of the Company to any other corporation or entity (except a direct or indirect wholly owned subsidiary of the Company); or (iii) the adoption by the stockholders of the Company of a plan of liquidation or dissolution.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Substantial Change means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • Change is defined in Section 3.2.

  • Company Change of Control means any of the following events:

  • Discontinuation Event means (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Potential Change in Control means the occurrence of any of the following events:

  • Rule Change means the changing of fund rules by varying or deleting existing rules and adding new rules.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.