action can be cured by appropriate action which the Company causes to be taken within 30 days following the Companys receipt of Executives written notice.
Material Injury means any change, event, circumstance or effect to the business, assets (including intangible assets), capitalization, financial condition, prospects, operations or results of operations of the Company taken as a whole with its Affiliates, except to the extent that any such change, event, circumstance or effect results from changes in general economic conditions or changes affecting the industry generally in which the Company operates, that has a material adverse effect on the interests of the equityholders of the Company and its Affiliates as a whole. In the event of any dispute concerning the existence of Cause and/or Material Injury in any circumstance involving a termination of Executive and Executive claims that Cause or Material Injury did not exist, Executive will have the burden of proof by a preponderance of the evidence.
Person means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.
Separation means Executive ceasing to be employed by the Company and its respective Affiliates for any reason.
Sponsor shall have the meaning set forth in the Stockholders Agreement by and among Sotera Health Company and the Stockholders party thereto that is entered into in connection with, and effective upon, the IPO.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a Subsidiary of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term Subsidiary refers to a Subsidiary of the Company.
5. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient
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