Accounting Changes. (i) Make any material change in accounting principles or reporting practices, except as are made in accordance with GAAP or as are otherwise consented to by the Administrative Agent or # change its fiscal year or quarters or the method of determination thereof; provided that this [Section 7.13] shall not apply to a Bank Regulated Subsidiary to the extent that any such change is required or imposed by a Governmental Authority.
Construction; Changes. Following the approval by Landlord and Tenant of the Final Plans, Tenant shall promptly enter into a contract with Contractor for construction of the Tenant Improvements. At the earliest reasonable date thereafter, Tenant shall cause Contractor to promptly commence and diligently pursue to completion the Tenant Improvements in accordance with the Final Plans. If Tenant requests any change, addition or alteration in or to the Space Plan, or, once approved, the Final Plans, Tenant shall cause Tenants Architect to prepare additional plans implementing such change and such additional plans shall be submitted to Landlord for Landlords prior written approval. The architectural fees in connection with any such change to the Space Plans or Final Plans shall be added to the cost of the Tenant Improvements. Contractor shall comply with the then applicable Building Construction Standards, if any, and with all applicable Legal Requirements regarding the performance of the work. Following Substantial Completion (as defined herein below) of the Tenant Improvements, Tenant shall cause Contractor to complete any and all identified punch list items as soon as reasonably possible. The Tenant Improvements shall be deemed to be Substantially Completed when they have, in Landlords reasonable judgment, been completed in accordance with the Final Plans, subject only to correction or completion of Punch List items, which items shall be limited to minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenants use of the Premises for Tenants business. The definition of Substantially Completed shall also apply to the terms Substantial Completion and Substantially Complete.
Fundamental Changes (a) Change its name or conduct business under any fictitious name; # change its tax, charter or other organizational identification number; # change its form or state of organization; # liquidate, wind up its affairs or dissolve itself; or # merge, combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for # mergers or consolidations of a wholly-owned Subsidiary (other than a Borrower) with another wholly-owned Subsidiary or into a Borrower; or # subject to compliance with [Section 10.1.9], Permitted Acquisitions; provided, that, in each case, if such merger or consolidation involves a Borrower, the Borrower shall be the surviving entity.
Accounting Changes Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with [Section 12]; or change its Fiscal Year
Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.
Employment Changes. To the extent an individual is newly hired by the Company or any of its Affiliates or first moves into an incentive-eligible position on or after October 1 of the Performance Period, such individual shall not be eligible to receive an Annual Incentive Award pursuant to this Plan. Subject to Section 1.3 hereof and unless otherwise determined by the Committee, a Participant must be employed by the Company or an Affiliate on March 1, 2024, in order to be eligible to receive an Annual Incentive Award payment hereunder. Notwithstanding the foregoing, and subject to Section 1.3 hereof, if a Participant’s employment with the Company is terminated by the Company other than for Misconduct as part of a reduction in force on or after October 1, 2023, then such Participant shall remain eligible to receive an Annual Incentive Award payment pursuant to this Plan and such Participant’s Eligible Earned Wages earned during the Performance Period prior to his or her termination shall continue to be Eligible Earned Wages for purposes of this Plan; provided that, unless otherwise determined by the Committee, such Participant shall not be eligible for a payment hereunder to the extent such Participant received a severance package in connection with such termination and such severance package contained a payment related to or otherwise based on annual bonus. In all cases, to the extent a Participant is no longer employed by the Company or an Affiliate on March 1, 2024 (a “Separated Participant”), then any Annual Incentive Award amount shall only be paid to such Separated Participant to the extent the Separated Participant has executed a release of claims against the Company and its Affiliates, which release must be in a form satisfactory to the Administrator, prior to the payment date for such Annual Incentive Award. In addition, if applicable law requires that any such release be subject to a revocation period in order to become fully effective, payment of the Annual Incentive Award to a Separated Participant shall only be required if, prior to the payment date for the Annual Incentive Award, the applicable revocation period for the release has lapsed without any such revocation occurring.
In the case of any subdivision, consolidation, or reclassification of the shares of the Company or other relevant change in the capitalization of the Company, the administrative authority, in its discretion, may make appropriate adjustments in the number of Common Shares to be issued and the calculation of the cash amount payable per RSU, and an adjustment by the Company shall be conclusive as to the amount payable per RSU and shall be final and binding upon all persons.
As to the Borrower only, merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.
Adjustments Upon Changes In Capital Stock
Stock. The term "Stock" shall mean shares of common stock of the Company.
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