Materially Burdensome Condition has the meaning specified in Section 5.1(a).
Materially Burdensome Condition has the meaning set forth in Section 4.3(d).
Materially Burdensome Condition has the meaning set forth in Section 7.3(a). “Multiemployer Plan” means each “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.
Examples of Materially Burdensome Condition in a sentence
The BCNEPA Governmental Consents and the Highmark Governmental Consents (collectively, the “Governmental Consents”) shall have been obtained and be in full force and effect and be free from and shall not be conditioned upon, with respect to Highmark, a Highmark Materially Burdensome Condition or, with respect to BCNEPA, a BCNEPA Materially Burdensome Condition.
More Definitions of Materially Burdensome Condition
Materially Burdensome Condition means any condition (X) imposed on any Purchaser Company or CareFirst Company which would (i) materially limit the ability of Purchaser after the Merger, as the sole stockholder of CareFirst, to exercise full rights of ownership of the shares of CareFirst, including, without limitation, the right to vote such shares as provided by Maryland law, (ii) materially limit the ability of CareFirst, as the Surviving Corporation in the Merger, to exercise full rights of ownership of the shares of the Primary CareFirst Insurers, including the right to vote such shares as provided by applicable law, (iii) materially limit the ability of Purchaser to operate its business or the business of the CareFirst Companies after the Merger in substantially the same manner as the CareFirst Companies were operated on the date hereof, or (iv) materially change the terms of the consideration to be paid in connection with the transactions contemplated by this Agreement or (Y) that now exists and is not rescinded or is imposed on any Purchaser Company or CareFirst Company and that materially limits the declaration or payment of dividends (except for any limitation that conforms to the guidelines of the National Association of Insurance Commissioners applicable to managed care companies).
Materially Burdensome Condition means with respect to Parent, Merger Sub or the Company a condition imposed by a Governmental Entity that causes or is reasonably likely to cause: (i) a material impairment of the benefits, taken as a whole, which Parent, Merger Sub or the Company reasonably expect to derive from the consummation of the Transactions had Parent, Merger Sub or the Company not been obligated to take or refrain from taking or agreeing to take or refrain from taking such action or suffer to exist such condition, limitation, restriction or requirement; (ii) a material negative effect on the business or the assets, liabilities, properties, operations, results of operations or condition (financial or otherwise) of Parent, Merger Sub or the Company, or any of their members or Affiliates; or (iii) any requirement to sell, divest, operate in a specified manner, hold separate or discontinue or limit, before or after the Closing Date, any material assets, liabilities, businesses, operations, or interest in any assets or businesses of Parent, Merger Sub or the Company, or any of their respective members or Affiliates.
Materially Burdensome Condition has the meaning set forth in Section 6.12(d). “Medicaid” means the programs established under the applicable provisions of Title XIX of the Social Security Act, as amended, modified, revised or replaced as well as any final rules and final regulations adopted pursuant thereto and any written directives, instructions, guidelines, bulletins, manuals, requirements, policies and standards issued by CMS or the applicable state.
Materially Burdensome Condition means with respect to CPS or Buyer: (i) a material impairment of the benefits, taken as a whole, which CPS or Buyer reasonably expects to derive from the consummation of the Transactions had CPS or Buyer not been obligated to take or refrain from taking or agreeing to take or refrain from taking such action or suffer to exist such condition, limitation, restriction or requirement; (ii) a material negative effect on the business or the assets, liabilities, properties, operations, results of operations or condition (financial or otherwise) of the Company or any of its Subsidiaries, CPS or Buyer or any of their Affiliates; (iii) any requirement to restrict CPS's or Buyer's ability to adjust or maintain premium rates on any of its or the Company's or any of the Company's Subsidiaries' product; or (iv) any requirement to sell, divest, operate in a specified manner, hold separate or discontinue or limit, before or after the Closing Date, any assets, liabilities, businesses, operations, or interest in any assets or businesses of the Company or any of its Subsidiaries, Buyer or any of Buyer's Affiliates, including any requirement to retain a specified number of employees.
Materially Burdensome Condition means a term or condition of any Government Approval that would reasonably be expected to (1) result in a Company Material Adverse Effect or (2) result in a material adverse effect on Parent and its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries), taken as a whole (measured on a scale relative to the Company and its Subsidiaries, taken as a whole), after giving effect to the Transactions.
Materially Burdensome Condition means a condition imposed upon WPAC, WellPoint, Cerulean or a Cerulean Subsidiary which differs materially in character, degree or scope from conditions commonly imposed by such consents and which would (i) materially limit the ability of WPAC to operate the businesses of Cerulean and the Cerulean Subsidiaries after the Merger or (ii) materially change the material terms of the transaction.
Materially Burdensome Condition means any condition, restriction or requirement imposed by any Governmental Authority in connection with the issuance of a Regulatory Approval which in the reasonable good faith determination of Merchants would materially reduce the reasonably expected financial or operational benefits of the Merger to Merchants to such a degree that Merchants would not have entered into this Agreement had such condition, restriction or requirement been known to Merchants prior to the date of this Agreement.