Specified Group definition
Examples of Specified Group in a sentence
The Participant shall not cease to be an Eligible Participant if the Participant takes a leave of absence permitted under any policy of the applicable Specified Group Member or if the Participant’s leave is approved by the Board of Directors of the applicable Specified Group Member, including sick leave, vacation leave, military leave, or any other personal leave, or transfers between locations of the applicable Specified Group Member.
Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Date of Grant, an employee, officer, director, consultant or advisor of any of the Specified Group Members (an “Eligible Participant”).
The Participant shall be considered to have been discharged for “Cause” if the applicable Specified Group Member determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.
If the Participant, prior to the Expiration Date, is discharged by the applicable Specified Group Member for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge.
If the Participant violates the terms of any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, non-disclosure agreement, intellectual property agreement, or any other agreement or contract between the Participant and the applicable Specified Group Member, the Participant’s right to exercise this option shall terminate immediately upon such violation.
If the Participant takes any leave of absence that exceeds ninety (90) days and this option is designated in Section 1 as an Incentive Stock Option, then this option shall be deemed a Nonstatutory Stock Option, unless the Participant’s reemployment is guaranteed at the end of such leave by contract (including certain policies of the applicable Specified Group Member), statute, or applicable regulation.
The Lenders shall have received (i) audited consolidated financial statements of Group Holdings as of December 31, 2011, (ii) and unaudited interim consolidated financial statements of the Specified Group Members for each fiscal month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph and at least 30 days before the Closing Date.
With respect to Holdings and --------------------------------- the Borrower, include in all consolidated financial statements of Holdings or the Borrower filed with the SEC or generally distributed to their creditors or vendors a statement to the effect that the assets and liabilities of the Specified Group are separate from the assets and liabilities of Holdings, the Borrower and the Subsidiaries of the Borrower.
Since December 31, 2010, there shall not have occurred any change, event, circumstance or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Merger Agreement Material Adverse Effect on the Specified Group.
In the performance of its obligations under this Agreement, Manager shall maintain separate accounting records and prepare reports for each Specified Group.