Just Grounds definition

Just Grounds means resignation by the Executive due to (i) a material breach of this Agreement by the Company which the Company has failed to cure within thirty days after the Company receives written notice thereof, or (ii) the material diminution of the Executive's duties, authority or responsibilities as Chairman and Chief Executive Officer or a member of the Board of Directors except in connection with a termination of Executive's employment for Just Grounds.
Sample 1
Just Grounds means: (i) a material breach by the Company of its covenants contained in this Agreement; or (ii) a material reduction or expansion in the scope of authority and duties and responsibilities assigned to Executive by the Board which is inconsistent with Executive's serving in the capacity as the Chief Executive Officer of the Company; or (iii) relocation of the Company's principal executive offices to a location more than fifty (50) miles from its present location shown in Section 12(f) below; or (iv) a Change in Control (as defined herein) in the ownership of the Company. For the purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if any "person" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 50.1% of the voting power of the Company's then outstanding securities as a result of purchases or acquisition of shares of the Company's Common Stock which are not expressly approved by the Board. For purposes of this Section 8(e), the Board expressly approving the 50.1% voting power ownership must consist of individuals who for the previous consecutive twelve (12) month period, constituted at least a majority of the Board. In the event that Executive seeks to terminate this Agreement pursuant to either subsection (i) or (ii) of this Section 8(e), the Company shall be entitled to a period of one month to correct and cure the grounds for termination to the reasonable satisfaction of Executive. Upon termination of Executive's employment pursuant to subsections (i), (ii) or (iii) of this Section 8(e), Executive shall receive the compensation and benefits which would be provided to him if the termination occurred under Section 8(d) above. Upon termination of Executive's employment without cause or his resignation upon Just Grounds at any time during the term of this Agreement after a Change of Control has occurred of the type contemplated by subsection (iv) of this Section 8(e), then (x) Executive shall receive a lump sum severance payment equal to twice (A) the annual base salary then being paid to Executive as contemplated by Section 2 hereof plus (B) the average performance bonus earned by Executive during the Company's latest two fiscal years and (y) all of the Options granted to Executive pursuant to Section 4 above shall be acce...
Sample 1
Just Grounds as used in this Option Agreement shall have the same meaning as defined in Optionee's Employment Agreement with the Company dated August 26, 1994. The term "Change of Control" as used in this Option Agreement shall mean:
Sample 1

Examples of Just Grounds in a sentence

  • See Romulo dela Rosa’s “Corporate Farming Won’t Ease Hunger in Mindanao”, Philippine Daily Inquirer, October 17, 2004; and “Mindanao: The Experience in the Banana Sector of Davao del Norte” in On Just Grounds: Struggling for Agrarian Justice and Citizenship Rights in the Rural Philippines, eds.

  • P6316 Renew Outdoor Dining Licence Agreement for a period of two years with Vanessa MacMullen comprising an area of 11.5m2 adjacent to the business known as the Garden Plate Café (formerly Just Grounds) at 86 Magellan Street, Lismore being Lot 1 in DP 221242, for a Tier 2 annual licence fee of approximately $414.00 in accordance with Council’s Fees and Charges.

  • Borras Jr (eds.) (2005): “On Just Grounds: Struggling for Agrarian Justice and Citizenship Rights in the Philippines”.

Related to Just Grounds

  • Grounds means the realty on which the Fertilizer Plant is situated, which Grounds are shown on Plot Plan A constituting a part of Exhibit A.

  • Reasonable grounds means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Company Representatives shall have the meaning set forth in Section 6.5(a).

  • Eating means feeding oneself by getting food into the body from a receptacle (such as a plate, cup or table) or by a feeding tube or intravenously.

  • reasonable possibility means that there is a cause and effect relationship between the investigational product, study device and/or study procedure and the AE.

  • Joint Remediation Committee has the meaning set forth in Section II.A.2.

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;

  • Contractor’s Representative means the individual authorised to act on behalf of the Contractor for the purposes of the Contract.

  • Potential Client means any person or entity to whom the Company has offered (by means of a personal meeting, telephone call, or a letter or written proposal specifically directed to the particular person or entity) to serve as investment adviser or to provide or distribute insurance products but which is not at such time an advisee, investment advisory or insurance customer, distributor or client of the Group or any person or entity for which a plan exists to make such an offer; persons or entities solicited or to be solicited solely by non-personalized form letters and blanket mailings are excluded from this definition;

  • Protected Parties means the following Persons: (a) the Debtors; (b) Reorganized BSA; (c) the Related Non- Debtor Entities; (d) the Local Councils; (e) the Contributing Chartered Organizations; (f) the Settling Insurance Companies, including Hartford; and (g) all of such Persons’ Representatives; provided, however, that no Perpetrator is or shall be a Protected Party. Notwithstanding the foregoing, a Contributing Chartered Organization shall be a Protected Party with respect to Abuse Claims only as set forth in the definition of “Abuse Claim.”

  • Mysterious Disappearance means any disappearance of Property which, after a reasonable investigation has been conducted, cannot be explained.

  • Potential Enrollee means a Medical Assistance Recipient who may voluntarily elect to enroll in a given managed care program, but is not yet an Enrollee of an MCO.