Materially Altered definition

Materially Altered means without the Participant’s written consent, (i) a material reduction in the Participant’s authority, duties or responsibilities relative to the Participant’s authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Participant’s base compensation, where such reduction was imposed without Cause, or (iii) a material change in the geographical location at which the Participant must perform his or her duties as an Employee of the Company. For the avoidance of doubt, “Materially Altered” shall only apply to Employees.
Materially Altered means without the Covered Employee's written consent, (i) a material reduction in the Covered Employee's authority, duties or responsibilities relative to the Covered Employee's authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Covered Employee's base compensation, where such reduction was imposed without Cause, or (iii) a material change in the geographical relocation at which the Covered Employee must perform his or her duties as an employee of the Company.
Materially Altered or “Material Alteration” means except as otherwise provided pursuant to Exhibit A hereto, without the Covered Employee’s written consent, (i) a material reduction in the Covered Employee’s authority, duties or responsibilities relative to the Covered Employee’s authority, duties or responsibilities in effect prior to such reduction where such reduction was imposed without Cause, (ii) a material diminution in the Covered Employee’s base compensation or target incentive opportunity, where such reduction was imposed without Cause, or (iii) a material change in the geographical location at which the Covered Employee must perform his or her duties as an employee of the Company; provided that a change to such location which increases the Covered Employee’s commuting distance by more than 35 miles from that in effect immediately prior to the change shall be deemed to be a material change for purposes of this clause (iii). Notwithstanding the forgoing, for Non-U.S. Covered Employees, the definition of “Materially Altered” shall be deemed to be modified to the extent that the definition (or an element thereof) is impermissible under applicable law, to the minimum extent required to comply with any such law.

Examples of Materially Altered in a sentence

  • Except as provided in Section 13, at any time within the Determination Period for a Covered Employee following a Change in Control (i) the Covered Employee’s job prospects are Materially Altered, or (ii) the Covered Employee’s employment is Involuntarily Terminated, other than for Cause or death or permanent disability, then the Covered Employee may exercise his or her rights under the Plan.

  • To do so, the Covered Employee must provide the Company with written notice that he or she is exercising his or her right to such Severance Benefit within ninety (90) days of the date that his or her job prospects are Materially Altered or the Covered Employee’s employment is Involuntarily Terminated.


More Definitions of Materially Altered

Materially Altered means (i) a material reduction in the Covered Employee’s title, authority, status or responsibilities relative to the Covered Employee’s title, authority, status or responsibilities in effect immediately prior to such reduction where such reduction was imposed without Cause, (ii) a reduction in the Covered Employee’s annualized Total Cash Compensation Target, without Covered Employee’s written consent, where such reduction was imposed without Cause; (iii) relocation of the Covered Employee’s principal place of performing his or her duties as an employee of the Company by more than thirty (30) miles, without Covered Employee’s written consent.
Materially Altered means any change in the operation of the Insured, as disclosed to the Company at the commencement or renewal of this Policy, which might reasonably be regarded by the Company as increasing their risk in degree or frequency, or reducing possibilities of recovery or subrogation.

Related to Materially Altered

  • Substantially all means a sale, lease, exchange or other transfer involving seventy percent (70%) or more of the fair market value of the assets of such entity; or

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Organic solvent means any VOC which is used alone or in combination with other agents, and without undergoing a chemical change, to dissolve raw materials, products or waste materials, or is used as a cleaning agent to dissolve contaminants, or as a dissolver, or as a dispersion medium, or as a viscosity adjuster, or as a surface tension adjuster, or a plasticiser, or as a preservative.

  • Materially Impair means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

  • Organic law means the statute governing the internal affairs of a domestic or foreign corporation or

  • medically approved means certified by a medical practitioner;

  • Permitted Business means any business in which the Company or its Restricted Subsidiaries are engaged on the date of this Indenture and any other business related, incidental, complementary or ancillary thereto, and any unrelated business to the extent that it is not material in size as compared with the Company and its Restricted Subsidiaries’ business as a whole.

  • Organic Waste means such type of Solid Waste that can be degraded by micro- organisms, but shall not include Excluded Wastes;

  • Organic rules means the public organic record and private organic rules of an entity.

  • Dispose of has the meaning ascribed to that expression by section 21F(8) of the Control Act. AS WITNESS the execution of this Agreement by or on behalf of the parties hereto the day and year first hereinbefore written. SIGNED by THE HONOURABLE XXXXXX XXXX XXXXX X.X. X.X.X. for and on behalf of the State of Western Australia in the presence of: P. A. XXXXX.

  • Related Business means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

  • Controlled unaffiliated business means a company:

  • Organic Materials means, for the purposes of Section 9.4 of the Act, any chemical compound of carbon, including diluents and thinners which are liquids at standard conditions and which are used as dissolvers, viscosity reducers or cleaning agents, including polychlorinated dibenzo-p-dioxins, polychlorinated dibenzofurans and polynuclear aromatic hydrocarbons but excluding methane, carbon monoxide, carbon dioxide, carbonic acid, metallic carbonic acid, metallic carbide, metallic carbonates, and ammonium carbonate are not organic materials.

  • Emotionally Disturbed means a condition exhibiting one or more of the following characteristics over a long period of time and to a marked degree that adversely affects a student's educational performance due to:

  • Consolidation means, with respect to any Person, the consolidation of the accounts of such Person and each of its Subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

  • Disposal system means a system for disposing of sewage, industrial waste, or other wastes, or for the use or disposal of sewage sludge. “Disposal system” includes sewer systems, treatment works, point sources, dispersal systems, and any systems designed for the usage or disposal of sewage sludge.