Sufficient Reason definition

Sufficient Reason means any one or more of the following events:
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Sufficient Reason or "Disability" exists and the other party (the "Disputing Party") disputes such claim), the issue of which section should govern such termination shall be submitted by the parties to binding arbitration in accordance with the provisions of this Section 4.10. Within thirty (30) days after termination of Employee's employment, the Disputing Party may challenge the claimed basis for termination by giving written notice (the "Dispute Notice") of such challenge to the Terminating Party. Within fourteen (14) days after delivery of such Dispute Notice, the parties shall appoint an independent arbitrator experienced in employment matters who shall determine which provision of this Section 4 applies to the termination. In the event the parties cannot agree on an arbitrator within fourteen (14) days after delivery of the Dispute Notice, then each party shall appoint one arbitrator, and the two arbitrators shall appoint a third arbitrator. In either case, the determination of the arbitrator or the majority of the arbitrators, as the case may be, shall be final and binding upon both Employee and the Company. The authority of the arbitrators hereunder shall be limited to determining which provision of this Section 4 governs, and the arbitrators shall not have authority to reinstate Employee, to alter the amount of the payment due to Employee under the applicable provision of this Section 4, or to award Employee or the Company any other amounts by way of damages or otherwise. Any arbitration hereunder shall be conducted in Cleveland, Ohio in accordance with the Rules of the American Arbitration Association. In the event the Disputing Party fails to give the Dispute Notice within the thirty (30) day period provided above, all rights of the Disputing Party to challenge the claimed bases for termination shall expire.
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Sufficient Reason means the good faith determination by the majority of the Board of Directors that Employee shall have failed (i) to adequately perform his/her duties as an officer of the Company; (ii) to exercise and employ a level of judgment and skill in the management of the Company and the supervision of its employees commensurate with his position and comparable to the judgment and skill employed by executives of companies of similar size and development; or (iii) to achieve the business objectives for Employee or the Company mutually established from time to time by the Board of Directors of Executive and Employee (with such business objectives stated in the Company's Annual Business Plan to be developed by Employee and approved by the Board of Directors). Prior to any Termination by Company for Sufficient Reason pursuant to this Section 8.7, the Company shall provide sixty (60) calendar days' written notice approved by the majority of the Company's Board of Directors stating the acts and/or omissions of Employee which the Company asserts constitute "Sufficient Reason," and if, at the conclusion of that sixty (60) calendar period, Employee has not undertaken reasonable efforts to cure or correct the alleged acts and/or omissions, then the Company may terminate Employee's employment pursuant to this Section 8.7. In the event of any termination under this Section 8.7, Employee shall be entitled to receive (a) his Base Salary through the date of such termination and for a period of one (1) year following the date of such termination and (b) any accrued and unpaid expense reimbursement as of the date of termination.
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Examples of Sufficient Reason in a sentence

  • Executive may terminate Executive's employment with the Company (a) for Sufficient Reason (as defined below in Section 5.1) within one hundred eighty (180) consecutive days following the occurrence of an event or events constituting such Sufficient Reason; or (b) without Sufficient Reason.

  • If Executive's employment shall be terminated by the Company For Cause, or if Executive terminates employment hereunder without Sufficient Reason, the Company shall pay Executive his base salary and accrued benefits through the date of termination at the rate in effect at the time of the notice of termination, and the Company shall thereafter have no further obligations to Executive under this Agreement.

  • The Company may terminate Employee's employment hereunder at any time during the Term of this Agreement for Sufficient Reason.

  • If litigation after a Termination Other Than For Cause or a Registration For Sufficient Reason shall be brought to enforce or interpret any provision contained herein, the Company, to the extent permitted by applicable law and the Company's articles of incorporation and bylaws, hereby indemnifies and agrees to reimburse the Executive for the Executive's reasonable attorneys' fees and disbursements incurred in such litigation if the Executive prevails in such litigation.

  • During the Term of this Agreement, the Company may terminate the Employee for other than Cause, Death, Disability, or Sufficient Reason at any time, upon not less than thirty (30) days notice.

  • If Executive's employment shall be terminated by the Company For Cause, or if Executive terminates employment hereunder without Sufficient Reason, the Company shall pay Executive his base salary through the date of termination at the rate in effect at the time of the notice of termination, and the Company shall thereafter have no further obligations to Executive under this Agreement.

  • In the event the Executive's employment is terminated by a Termination Other Than For Cause or by a Resignation For Sufficient Reason within the initial five-year term of the Employment Period, the Executive shall be paid as severance compensation ("Severance Compensation") his base salary (at the rate payable at the time of such termination), for a period equal to the remaining portion of the initial five-year Employment Period, not to exceed thirty (30) months.

  • Resignation for Sufficient Reason may be effected by the Executive at any time, effective upon written notice of resignation to the Company which specifies the reasons therefor.

  • Failure of the Company to obtain such an agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to compensation and all other benefits from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Sufficient Reason hereunder.

  • If Executive's employment shall be terminated by Epimmune or Cytel For Cause, or if Executive terminates employment hereunder Without Sufficient Reason, Epimmune shall pay Executive her base salary through the date of termination at the rate in effect at the time of the notice of termination, and the Company shall thereafter have no further obligations to Executive under this Agreement.


More Definitions of Sufficient Reason

Sufficient Reason means the good faith determination by the Chief Executive Officer that Employee shall have failed (i) to adequately perform his/her duties as an officer of the Corporation or Data TRAK, Inc. following sixty (60) days' notice from the Chief Executive Officer of dissatisfaction with Employee's performance; (ii) to exercise and employ a level of judgment and skill in the management of the Corporation and the supervision of its employees commensurate with his/her position and comparable to the judgment and skill employed by executives of companies of similar size and development, following sixty (60) days' notice from the Chief Executive Officer of dissatisfaction with Employee's performance; or (iii) to achieve the business objectives for Employee or the Corporation mutually established from time to time by the Chief Executive Officer and Employee (with such business objectives initially being as provided on Exhibit A attached hereto and made a part hereof). In the event of any termination under this Section 4.7, Employee shall be entitled to receive (a) his/her Base Salary through the date of such termination and for a period of one (1) year following the date of such termination and (b) any accrued and unpaid expense reimbursement as of the date of termination.
Sample 1
Sufficient Reason exists when an employee is terminated: (i) after any year in which Adjusted Operating Profits (as defined in Exhibit A) of Solutions Consulting have failed to increase by 10% over the previous year, (ii) Participant has substantially underperformed, as determined in the sole discretion of the chief executive officer of Solutions Consulting in the case of every employee of Solutions Consulting except the chief executive officer and, in the case of the chief executive officer of Solutions Consulting, as determined in the sole discretion of the chief executive officer of Pxxxx Systems, (iii) Participant is terminated in a Termination for Substantial Misconduct, (v) Participant resigns, or (vi) by the Company (which the Company has the right to do, with or without cause, in its sole discretion) prior to the Closing Date under the Asset Purchase Agreement dated March 1, 2000 pursuant to which this Option was granted.
Sample 1
Sufficient Reason means the good faith determination by the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, that Employee shall have failed (i) to adequately perform his duties as an officer of the Company, following sixty (60) days' notice from the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, of dissatisfaction with Employee's performance (ii) to exercise and employ a level of judgment and skill in the management of the Company and the supervision of its employees commensurate with his position and comparable to the judgment and skill employed by executives of companies of similar size and development, following sixty (60) days' notice from the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, of dissatisfaction with Employee's performance or (iii) to achieve the business objectives for Employee or the Company mutually established from time to time by the Chief Executive Officer or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, and Employee (with such business objectives initially being provided in the Company Job Description attached hereto as Exhibit A). In the event of any termination under this Section 4.7, Employee shall be entitled to receive (a) his Base Salary through the date of such termination, and (b) any accrued and unpaid expense reimbursement as of the date of termination.
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Sufficient Reason means: (v) a decrease in Executive's Salary or a failure by the Company to pay material compensation due and payable to Executive in connection with his employment; (w) a change in Executive's responsibilities, positions, duties, status, title or reporting relationships; (x) Executive ceasing to be the Senior Vice President of Administration and Chief Financial Officer (or such other positions Executive holds thirty (30) days prior to the Termination Date) of a publicly traded company pursuant to this Agreement; (y) the Company's requiring Executive to be based at any office or location that is anywhere other than Executive's principal place of employment thirty (30) days prior to the Termination Date; or (z) a material breach by the Company of any term or provisions of this Agreement; in each case if Executive has given notice thereof to the Company and the Company has not cured the Sufficient Reason within 30 days after receiving such notice.
Sample 1
Sufficient Reason means that there exists a credible basis for believing that a Charge or Imputation of Misconduct against a Member of the Clergy may be true.
Sample 1
Sufficient Reason means (i) a direct or indirect change in the ownership or control of Company by purchase, merger, consolidation, reorganization, lease, exchange, transfer or sale of all or substantially all of the assets and/or outstanding stock of Company, taking the Company private, or any other business transaction involving Company or any combination of the foregoing transactions which results in any material demotion of Employee and/or any material reduction in Employee's authority or responsibilities (it being understood that the change in control that occurs pursuant to or in conjunction with the Share Exchange Agreement, dated as of January 21, 2005 shall not be "Sufficient Reason" for purposes of this Section) or (ii) a written request by the Company for the Employee to act in any manner that will result in a breach of the Company's Code of Ethics by Employee or (iii) a material reduction in the Employee title, assignment, operating authority, duties, or responsibilities. In the event Employee or Company terminates this Agreement for Sufficient Reason, Employee shall be entitled to receive as severance an amount equal to nine (9) months of Base Salary and any Special Bonus to which he is entitled through the quarter in which such resignation occurs.
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Related to Sufficient Reason

  • Unsatisfactory The Educator's performance on a standard or overall has not significantly improved following a rating of needs improvement, or the Educator's performance is consistently below the requirements of a standard or overall and is considered inadequate, or both.

  • CIC means the Construction Industry Council.

  • Constructive Discharge means the occurrence of any of the following:

  • Notice of Dissatisfaction means the notice given by either Party to the other indicating its dissatisfaction and intention to commence arbitration.

  • Window Period means the 3 consecutive calendar month period prior to the Scheduled Maturity Date.

  • Good Reason means:

  • For Good Reason as defined in Section 6.4.

  • Without Good Reason means termination of Executive’s employment by Executive other than For Good Reason pursuant to SECTION 3.2(b) below.

  • Protection Period means the period beginning on the date of the occurrence of a Change in Control and ending 12 months following the occurrence of a Change in Control.

  • relevant and reasoned objection means an objection to a draft decision as to whether there is an infringement of this Regulation, or whether envisaged action in relation to the controller or processor complies with this Regulation, which clearly demonstrates the significance of the risks posed by the draft decision as regards the fundamental rights and freedoms of data subjects and, where applicable, the free flow of personal data within the Union;

  • Constructive Termination means:

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Notice means notice in writing;

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Adequate notice means written advance notice of at least 48 hours, giving the time, date, location and, to the extent known, the agenda of any regular, special or rescheduled meeting, which notice shall accurately state whether formal action may or may not be taken and which shall be (1) prominently posted in at least one public place reserved for such or similar announcements, (2) mailed, telephoned, telegrammed, or hand delivered to at least two newspapers which newspapers shall be designated by the public body to receive such notices because they have the greatest likelihood of informing the public within the area of jurisdiction of the public body of such meetings, one of which shall be the official newspaper, where any such has been designated by the public body or if the public body has failed to so designate, where any has been designated by the governing body of the political subdivision whose geographic boundaries are coextensive with that of the public body and (3) filed with the clerk of the municipality when the public body's geographic boundaries are coextensive with that of a single municipality, with the clerk of the county when the public body's geographic boundaries are coextensive with that of a single county, and with the Secretary of State if the public body has Statewide jurisdiction. For any other public body the filing shall be with the clerk or chief administrative officer of such other public body and each municipal or county clerk of each municipality or county encompassed within the jurisdiction of such public body. Where annual notice or revisions thereof in compliance with section 13 of this act set forth the location of any meeting, no further notice shall be required for such meeting.

  • Payoff Period For the first Distribution Date, the period from the Cut-Off Date through November 14, 2005, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.

  • Termination or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).

  • Unsatisfactory Performance means any of the following:

  • Constructive Dismissal means, unless consented to by the Participant, any action that constitutes constructive dismissal of the Participant, including without limiting the generality of the foregoing:

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Tender Notice means the Tender Notice set out in Part 1 of this TenderDocument;

  • Terminating Event means any of the following events:

  • Proper notice to the county inspector means that the pipeline company or its contractor shall keep the person responsible for the inspection continually informed of the work schedule and any schedule changes, and shall provide at least 24 hours’ written notice before trenching, permanent tile repair, or backfilling is undertaken at any specific location. The pipeline company may request that the county inspector designate a person to receive such notices.