Separation Conditions definition

Separation Conditions shall have the meaning set forth in Section 6(c).
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Separation Conditions means you have (i) returned all Company property in your possession promptly after your Separation Date and, in any event, no later than ten (10) days after your Separation Date; and, (ii) executed the Release, and not revoked it through any deadline applicable to such revocation, such that the Release is effective within sixty (60) days after your Separation Date (the "Release Deadline Date"). The foregoing condition in subsection (ii) is contingent on the Company delivering the form of release to you within two (2) days after your Separation Date.
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Separation Conditions means, Executive: (i) fulfills his responsibilities as CFO and associated transitional services through the Separation Date in a satisfactory manner at standard performance as determined in good faith by the Company’s Chief Executive Officer; (ii) does not voluntarily terminate his employment prior to the Separation Date without the Company’s consent; (iii) is not terminated by the Company for “cause” (as defined below), and (iv) after the Separation Date, signs and does not revoke the general release of legal claims in the form attached hereto as Exhibit A. For purposes hereof, “cause” shall be defined as the occurrence of one or more of the following as determined by the Company’s Compensation Committee in its sole and good faith discretion: (i) the Executive is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or any Subsidiary; (ii) the Executive engages in a fraudulent act to the material damage or prejudice of the Company or any Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Company or any Subsidiary; (iii) any material act or omission by the Executive involving malfeasance or negligence in the performance of the Executive’s duties to the Company or any Subsidiary to the material detriment of the Company or any Subsidiary, which has not been corrected by the Executive within thirty (30) days after written notice from the Company of any such act or omission; (iv) failure by the Executive to comply in any material respect with any written policies or directives of the Company, which has not been corrected by the Executive within ten (10) days after written notice from the Company of such failure; or (v) material breach by the Executive of any non-competition, confidentiality or similar agreements between the Executive and the Company. With regard to the Separation Condition set forth in clause (i) above, in the event that the Company's Chief Executive Officer determines that Executive is not performing his responsibilities in a satisfactory manner at standard performance, the Chief Executive Officer will provide Executive with written notice specifying the perceived deficiencies in such performance in which case Executive shall have fifteen (15) business days (the “Cure Period”) to remedy such performance to the reasonable satisfaction of the Chief Executive Officer...
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Examples of Separation Conditions in a sentence

  • In particular, the i’th element of a trajec- tory has the form ⟨si, π(si), Qˆ(si, a1), .

  • V.E. CEO Separation Conditions and Family CharacteristicsIn addition to the above-described controls, CEO separation conditions, such as the type of succession or the age at which the departing CEO retires, may reveal information about the state of affairs of a corporation that is not captured by firm characteristics.

  • Plate Number Results Under Experimental Least Acceptable Separation Conditions ConditionFlow (mL/min) Mobile phaseCritical pair resolutionPlate numberOriginal1.3Gradient: 50–75% Figure 4.

  • The severance payments described above will be paid from Carpenter’s general assets and the Severance Period will commence within one month of the Employee’s satisfaction of the Special Separation Conditions described in Section 5 below.

  • The conditions for separation after a second alcohol incident have been revised in Chapter 3, Separation Conditions for Alcohol Incident, to create equity between active duty, reserve, commissioned officers, and enlisted members.

  • The 4,000 restricted shares granted to Employee on January 8, 2007 will vest upon the satisfaction of the Special Separation Conditions described in Section 5 below and will be released from transfer restrictions as scheduled in the ordinary course, notwithstanding the Employee’s termination of employment.

  • Any land use permit required by this Master Plan shall be filed with the Director, processed and approved before the approval of any Building, Grading, or other construction permit or other authorization required by the Municipal Code or the Development Code for the proposed use or structure.

  • Install steel frames and anchor frames to wall and floor in accordance with manufacturer's instructions.

  • The proposed algorithm is then compared with existing well- known algorithms: Gilbert-Johnson-Keerthi (GJK) and Alge- braic Separation Conditions (ASC).

  • Carpenter will also pay up to $20,000 for the Employee to participate in an outplacement employment program of Carpenter’s choosing following satisfaction of the Special Separation Conditions described below in Section 5.


More Definitions of Separation Conditions

Separation Conditions means, Executive: (i) fulfills his service duties and responsibilities as set forth in Sections 1 and 2(a) of this Agreement in a satisfactory manner as determined in good faith by the Board of Directors through the Departure Date; (ii) is not terminated by the Company for Cause, and (iii) after the Departure Date, signs (within 21 days after receipt) and does not revoke (within seven days after signing) a General Release.
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Related to Separation Conditions

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Poor foundation conditions means those areas where features exist which indicate that a natural or man-induced event may result in inadequate foundation support for the structural components of an SWLF unit.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Escrow Release Conditions has the meaning set forth in the Escrow Agreement.

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Extension Conditions Defined in Section 3.06(a).

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • LC Conditions has the meaning given to such term in Section 2.9.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Release Condition means the following:

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Payment Conditions means, at the time of determination with respect to any specified transaction or payment, that:

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than 150% of the outstanding principal amount of the Secured Obligations plus the Qualified Cash A/P Amount.

  • Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person.

  • Basic Conditions of Employment Act means the Basic Conditions of Employment Act, 1997 (Act No. 75 of 1997);

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Product Conditions means these product terms and conditions. These Product Conditions apply to each series of cash settled Warrants over single equities;

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which either (A) the Corporation may issue Conversion Shares or (B) the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein and (g) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Minimum Condition has the meaning set forth in Annex I.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibility conditions listed in Clause [5] of the Tender Document.

  • Associated Conditions means the symptoms or side effects associated with Stage-Four Advanced, Metastatic Cancer or its treatment and which, in the judgment of the health care practitioner, further jeopardize the health of a patient if left untreated.