Disqualifying Reason definition

Disqualifying Reason means any of your (A) failure to perform the Consulting Services that continues for more than ten (10) days following the Company’s written notice of such failure, (B) fraud or intentional misconduct in the performance of the Consulting Services, (C) material breach of any material Company policy, or (D) material breach of any of the restrictive covenants set forth in Appendix I attached hereto.
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Disqualifying Reason means a material breach by Holder of his obligations under Sections 2, 4, 5, 6. 7 and 8 of that certain Separation Agreement between him and the Company, which Holder fails to cure within ten (10) business days immediately following his receipt of written notification by Lightspace Corporation to the Holder of such alleged breach. The written notification from Lightspace Corporation must describe the basis for its assertion of an alleged breach. Holder shall not be entitled to a cure period if the Board of Directors of Lightspace Corporation reasonably determines that the breach by Holder results from material willful misconduct that cannot be cured.
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Disqualifying Reason means Employee's material breach of this Agreement, including without limitation Paragraphs A, B, C, D, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Non-Competition Agreement (as defined below) which (i) is not curable, or
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Examples of Disqualifying Reason in a sentence

  • Provided that Executive’s employment with the Company is not terminated for a Disqualifying Reason (as defined below) and provided that Executive does not voluntarily resign her employment, the effective date of Executive’s separation from employment with the Company and/or any affiliates of the Company will be February 16, 2020, (or such earlier date as provided for herein, the “Separation Date”).

  • Provided that Executive’s employment with the Company is not terminated for a Disqualifying Reason (as defined below) and provided that Executive has not previously voluntarily resigned his employment, the effective date of Executive’s separation from employment with the Company will be December 31, 2020, (or such earlier date as provided for herein, the “Separation Date”).


More Definitions of Disqualifying Reason

Disqualifying Reason means, as determined in good faith by the Company’s Board of Directors in its sole, reasonable discretion, any of the following: (A) Executive’s failure to perform substantially the Transition Services (as defined below) or other material breach of this Separation Agreement that remains uncured for ten (10) business days after notice to Executive of such failure or breach; (B) Executive’s material breach of the Confidentiality Agreement; (C) Executive engaging in or causing an act of willful misconduct that has a material adverse impact on the reputation or financial condition of the Company; (D) Executive being formally charged, indicted or convicted of, or entering a plea of guilty or nolo contendere (or equivalent plea) to, (1) any felony or (2) any crime involving moral turpitude and not involving a traffic offense; or (E) Executive’s material breach of any Company policy. (c)
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Disqualifying Reason means (i) Executive voluntarily resigns without Good Reason (as defined below); (ii) Executive’s continuing refusal to perform his duties or failure to follow a lawful direction of the Chief Executive Officer or the Board, in eithercase, following written notice from the Chief Executive Officer or the Board; (iii) Executive’s intentional act or acts of dishonesty in connection with the performance of his duties hereunder that Executive intended to result in his personal, more- than-immaterial enrichment; (iv) Executive’s documented willful malfeasance or willful misconduct in connection with his employment or Executive’s willful and deliberate insubordination following written notice from the Chief Executive Officer or the Board detailing the factual basis for conduct and a thirty (30)-day period to cure such conduct, to the extent curable; (v) Executive is convicted of a felony or Executive enters a plea of nolo contendere to a felony; or (vi) Executive’s material breach of this Agreement or the Surviving Provisions (as defined below). Notwithstanding the foregoing, subsections (ii) through (vi) shall not be a “Disqualifying Reason” unless Executive has received written notice from the Company of the act(s) alleged to constitute a “Disqualifying Reason” and Executive fails to cure such act(s), to the extent curable, within thirty (30) days of such notice. Any act, or failure to act, by Executive, based on authority given pursuant to a resolution duly adopted by the Board, on the advice of counsel for the Company, or based on adherence to Company policy, generally accepted accounting principles, or applicable law, shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and shall not serve as a basis for a “Disqualifying Reason.” “Good Reason” means, in the absence of the Executive’s written consent, any of the following: (i) a diminution by the Company in the Executive’s Annual Base Salary; (ii) a diminution by the Company in the Executive’s Target Annual Bonus (as defined in the Employment Agreement); (iii) a requirement that Executive perform services materially inconsistent with Executive’s experience and/or expertise; (iv) a material change in the geographic location at which the Executive must perform the services to a location outside of the greater New York metropolitan area; or (v) any other action or inaction that constitutes a material breach of the terms of the Employment Agree...
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Disqualifying Reason means Employee's material breach of this Agreement, including without limitation Paragraphs A, B, C, D, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Non-Competition Agreement (as defined below) which (i) is not curable, or (ii) is susceptible to cure and is cured, within thirty (30) days after written notice from the Company.
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Related to Disqualifying Reason

  • Disqualifying Event has the meaning specified in the definition of Eligible Currency.

  • Disqualifying offense means a conviction directly related to the duties and responsibilities of the profession. A conviction is directly related to the duties and responsibilities of the profession if either

  • Qualifying position means one or more jobs with one or more participating public em-

  • Disqualified Equity means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the right to require Targa Resources Partners to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Targa Resources Partners may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Disqualifying Disposition means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Qualifying week means the 15th week before the expected week of childbirth.

  • New Non-Qualifying Jobs means the number of Non-Qualifying Jobs, as defined in 34 TEXAS ADMIN. CODE Section 9.1051(14), to be created by the Applicant after the Application Approval Date in connection with the project which is the subject of its Application.

  • Qualifying exigency means a situation where the eligible employee seeks leave for one or more of the following reasons:

  • Disqualified Equity Interests means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

  • Disqualified Non-U.S. Person With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.

  • Qualified employment position means a permanent full-time

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Qualifying job means a permanent full-time job that:

  • Change in Control Event means any of the following:

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Qualifying loss means the amount of compensation attributable to a taxpayer’s nonqualified deferred compensation plan, less the receipt of money and property attributable to distributions from the nonqualified deferred compensation plan. Full loss is sustained if no distribution of money and property is made by the nonqualified deferred compensation plan. The taxpayer sustains a qualifying loss only in the taxable year in which the taxpayer receives the final distribution of money and property pursuant to that nonqualified deferred compensation plan.

  • Qualifying Event means, during the Participant’s Services with the Company and its Affiliates, the Participant’s death or Disability.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Qualifying child means an individual who:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • New Qualifying Jobs means the total number of jobs to be created by the Applicant after the Application Approval Date in connection with the project that is the subject of its Application that meet the criteria of Qualifying Job as defined in Section 313.021(3) of the TEXAS TAX CODE and the Comptroller’s Rules.

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.