Material Covenant Violation definition

Material Covenant Violation means a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Parent’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.
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Material Covenant Violation shall have the meaning provided in the Employment Agreement.
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Material Covenant Violation or a “Material Cooperation Violation”. In the event of a Material Covenant Violation or a Material Cooperation Violation (each, as defined in the Employment Agreement), (i) any Incentive Securities which have not at the time of such Material Covenant Violation or a Material Cooperation Violation (the “MCV Date”) become Vested Securities and (ii) any Incentive Securities that became Vested Securities in the preceding 6-month period ((i) and (ii) together, the “MCV Securities”) may be purchased by the Company or the Xxxx Investors or such other Person as the Xxxx Investors may identify, at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below in Section 9(b)(iv).
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Examples of Material Covenant Violation in a sentence

  • In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease unless otherwise prohibited by applicable law.


More Definitions of Material Covenant Violation

Material Covenant Violation means a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Parent’s direct or indirectly controlled subsidiaries (each an “ Affiliate ”) that causes material and demonstrable harm to the Company and/or any Affiliate.
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Related to Material Covenant Violation

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • OVI or OVUAC violation means a violation of section 4511.19 of the Revised Code or a violation of an existing or former law of this state, any other state, or the United States that is substantially equivalent to section 4511.19 of the Revised Code.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Technical violation means a noncriminal violation of the conditions of parole. This rule is intended to implement Iowa Code section 905.7.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Reportable Compliance Event means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).