Material Change

Material Change. Has the meaning ascribed thereto in the SECURITIES ACT (British Columbia);

Material Change. Has the meaning ascribed thereto in the Canadian Securities Laws of the Canadian Qualifying Jurisdictions;

Material Change. Means, without the Executive's written consent, (i) a change in status, position or responsibilities which, in the Executive's reasonable judgment, does not represent a promotion from existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with such status, position or responsibilities; or any removal from or failure to reappoint or... reelect the Executive to any of such positions, except in connection with the termination for total and permanent disability, death or Cause or by him other than for good reason; (ii) a reduction by the Company in the Executive's Base Compensation as in effect on the date of the Change in Control or the Company's failure to increase the Executive's Base Compensation after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Base Compensation for all other executive and senior officers of the Company having a Base Compensation within $25,000 of the Executive's Base Compensation as of the Change in Control; (iii) the relocation of the Executive by the Company to any place not within 25 miles of the location at which the Executive performed duties prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with business travel obligations at the time of a Change in Control; (iv) the failure of the Company to continue in effect any incentive, bonus or other compensation plan in which 3 the Executive participates, including but not limited to the Company's stock option and deferred compensation plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), evidenced by the Executive's written consent, has been made with respect to such plan in connection with the change in control, or the failure by the Company to continue the Executive's participation therein, or any action by the Company which would directly or indirectly materially reduce participation therein; (v) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed or entitled under any of the Company's pension, profit sharing, life insurance, medical dental health and accident, or disability plans at the time of a change in control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed or entitled to at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof; (vi) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Plan; (vii) any purported termination of the Executive's employment which is not effected pursuant to this Plan; or (viii) any request by the Company that the Executive participate in an unlawful act or take any action constituting a breach of the Executive's professional standard of conduct View More

Material Change. Has the meaning ascribed thereto in Subsection 1(1) of the Securities Act (British Columbia) and under U.S. Securities Laws;

Material Change. Has the meaning given under the Securities Laws;

Material Change. Shall mean (i) a material adverse change in the Employee's duties, responsibilities or authority from those as of the date hereof (or from those relating to any status or position to which the Employee may be promoted after the date hereof) or the assignment to the Employee of any duties, responsibilities or authority which are inconsistent with Employee's status or position, or (ii) a material decrease in the Employee's base salary, except for any such decrease which is effective as to all of... the Company's officers and does not disproportionately affect the Employee. View More

Material Change. Any change in the business, operations, assets, liabilities, ownership or capital of the Company (except the transactions contemplated herein) that would reasonably be expected to have a significant effect on the market price or value of the Subscription Receipts (and underlying securities) and includes a decision to implement such a change made by the board of directors of the Company or by senior management of the Company who believe that confirmation of the decision by the board of directors... is probable View More

Material Change. The meaning ascribed to it in the Securities Act (Ontario)