Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.
Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.
Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.
GP-Related Net Income (Loss) has the meaning set forth in Section 5.1(b).
Change in Duties means: (i) The occurrence, prior to a Change of Control or after the expiration of a Change of Control Period, of any one or more of the following: (1) a material reduction in the nature or scope of Executive’s authorities or duties from those previously applicable to him; (2) a reduction in Executive’s Annual Base Salary; (3) a material diminution in employee benefits (including, but not limited to, medical, dental, life insurance and long-term disability plans) and perquisites applicable to Executive from those substantially similar to the employee benefits and perquisites provided by WRI to executives with comparable duties; or (4) a change in the location of Executive’s principal place of employment by the Company (including its subsidiaries and the Parent) by more than 60 miles from the location where he was principally employed; provided, however, that such change in the location of Executive’s principal place of employment shall not constitute a Change In Duties if the decision to relocate was mutually acceptable to Executive and the Company prior to such change in location. (ii) The occurrence, within a Change of Control Period, of any one or more of the following: (1) a material reduction in the nature or scope of Executive’s authorities or duties from those applicable to him immediately prior to the date on which a Change of Control occurs; (2) a reduction in Executive’s Annual Base Salary from that provided to him immediately prior to the date on which a Change of Control occurs; (3) a diminution in Executive’s eligibility to participate in bonus, stock option, incentive award and other compensation plans that provide opportunities to receive compensation which are the greater of (A) the opportunities provided by the Company (including its subsidiaries and the Parent) for executives with comparable duties or (B) the opportunities under any such plans under which he was participating immediately prior to the date on which a Change of Control occurs; (4) a material diminution in employee benefits (including, but not limited to, medical, dental, life insurance and long-term disability plans) and perquisites applicable to Executive from the greater of (A) the employee benefits and perquisites provided by the Company (including its subsidiaries and the Parent) to executives with comparable duties or (B) the employee benefits and perquisites to which Executive was entitled immediately prior to the date on which a Change of Control occurs; or (5) a change in the location of Executive’s principal place of employment by the Company (including its subsidiaries and the Parent) by more than 60 miles from the location where he was principally employed immediately prior to the date on which a Change of Control occurs; provided, however, that such change in the location of Executive’s principal place of employment shall not constitute a Change In Duties if the decision to relocate was mutually acceptable to Executive and the Company prior to such change in location.