Material Breach

Material Breach. By Executive shall mean a determination, made prior to the occurrence of a Change-in-Control by vote of at least two-thirds (2/3) of all of the Directors of the Company or the Bank (excluding Executive) based upon a record of substantial evidence, that Executive shall have failed to comply in any material respect with his obligations under this Agreement following written notice to Executive of the alleged deficiencies thereunder and a fair opportunity to cure such deficiencies (the existence... of which shall be confirmed by the foregoing required vote). Any determination in accordance with the preceding sentence shall be conclusive and binding for all purposes of this Agreement. View More

Material Breach. Shall mean (x) the substantial and continual willful nonperformance of the Executive's material duties under this Agreement resulting from the Executive's gross negligence or willful misconduct which the Board reasonably determines has resulted in material injury to the Company or (y) the breach of Section 7 or Section 8 of this Agreement.

Material Breach. A breach by one Party that substantially impairs the value or benefit of this Agreement to the other Party

Material Breach. Means the material breach of any contractual, statutory, fiduciary or other legal obligation you have to the Company, determined in the sole judgment of the Company.

Material Breach. Means a Party's material breach of its obligations under the Master Agreement which (1) causes substantial and continuing damages to the other Party or any its Affiliates or (2) has a material adverse impact on the other Party or its Affiliates or their businesses.