Burdensome Effect shall have the meaning set forth in Section 5.4(e).
Burdensome Effect means any action, measure, circumstance, change, undertaking, condition, accommodation, concession or effect that, individually or in the aggregate, would reasonably be expected to (a) have a material and adverse impact on the Business or Purchaser or (b) materially impede or materially reduce the reasonably anticipated benefits of the Acquisition to MicroPort.
Burdensome Effect means any terms, conditions, liabilities, obligations, commitments or sanctions imposed upon or otherwise affecting, directly or indirectly, Parent, the Company or their respective Subsidiaries in any Order or consent of, or agreement with, a Governmental Entity with respect to the Transactions, including the Regulatory Approvals, that, individually or in the aggregate, (a) would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, liabilities, businesses or results of operations of Parent and the Company and their respective Subsidiaries, taken as whole, or (b) would require the Company or any Company Subsidiary or Parent or any Parent Subsidiary to sell, divest, “hold separate for sale” or otherwise dispose of, or enter into a voting trust, proxy or “hold separate for sale” Contract or similar Contract for (i) one or more Company Subsidiaries (or substantially all of the assets of such Company Subsidiaries) and the cost of shared services allocated to such Company Subsidiaries exceeded 25% of total costs for shared services that were allocated in the year ended December 31, 2014 as such allocations were disclosed to Parent prior to the date hereof by the Company or (ii) one or more Parent Subsidiaries (or substantially all of the assets of such Parent Subsidiaries) and the cost of shared services allocated to such Parent Subsidiaries exceeded 25% of total costs for shared services that were allocated in the year ended December 31, 2014 as such allocations were disclosed to the Company prior to the date hereof by Parent.
Examples of Burdensome Effect in a sentence
On March 20, 2012, Charging Party staff representative Angela Tabor sent Respondent a letter indicating Charging Party’s desire to negotiate, and shortly thereafter the parties began bargaining.
The Final Orders granting the Required Statutory Approvals shall not impose terms or conditions that, individually or in the aggregate, would reasonably be expected to have a Rover Burdensome Effect.
All consents, approvals and filings required under the Specified Foreign Regulatory Laws shall have been obtained or made, without the imposition of a Burdensome Effect.
The Final Orders granting the Massachusetts Approval shall not impose terms or conditions that, individually or in the aggregate, would reasonably be expected to have a Newquay Burdensome Effect.
More Definitions of Burdensome Effect
Burdensome Effect means (I) any sale, divestiture, license, disposal or holding separate of any capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or any other restriction on the activities of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses of the Company and its Subsidiaries, taken as a whole, or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closing.
Burdensome Effect means a material impact on UFC and its Subsidiaries, taken as a whole, or on WWE and its Subsidiaries, taken as a whole.
Burdensome Effect has the meaning set forth in Section 4.4(7) of the Company Disclosure Letter.
Burdensome Effect means any Divestiture Action with respect to any products, services, assets, businesses or contractual arrangements of the Company, Parent or any of their respective Subsidiaries if such Divestiture Action, taken together with all other Divestiture Actions, would require (i) the divestiture of any mill that had annual production capacity as of September 30, 2017 of more than 600,000 tons of product (in the case of a mill owned by Parent, as disclosed in the most recent Annual Report on Form 10-K filed by Parent with the SEC as of the date hereof) or (ii) any Divestiture Actions (without giving effect to a Divestiture Action contemplated by clause (i) above) that would reasonably be expected to have a material adverse effect on the Company, Parent and their respective Subsidiaries, taken as a whole (provided that for purposes of determining whether Divestiture Actions with respect to any products, services, assets, businesses or contractual arrangements of the Company, Parent or their respective Subsidiaries would reasonably be expected to have a material adverse effect on the Company, Parent and their respective Subsidiaries, taken as a whole, the Company, Parent and their respective Subsidiaries, taken as a whole, will be deemed to be a company the size of (and with net sales and net earnings equal to the comparable financial metrics of those of) the Company and its Subsidiaries, taken as a whole).
Burdensome Effect means a material and adverse effect on Parent, the Company or their respective Affiliates, taken as a 50 whole, with the understanding that any such effect that, individually or in the aggregate, would reasonably be expected to reduce the combined annual revenues of Parent, the Company and their respective Affiliates by $54,000,000 or more shall be deemed a “Burdensome Effect.”
Burdensome Effect means any action (including without limitation any divestitures), that would reasonably be expected to result in either (i) a loss of $1,000,000 or more of value to the business, assets or operations of the Parent and its affiliates (excluding, after the Effective Time, the Company and its Subsidiaries), or (ii) a loss of $25,000,000 or more of value to the business, assets or operations of the Company and its Subsidiaries (in each case, as determined by the Parent in good faith; provided, that the Parent shall provide reasonable supporting documentation to the Company regarding such determination of valuation, shall reasonably consider any good faith adjustments to such valuation proposed by the Company and shall make its representatives reasonably available to discuss with the Company); provided further, however, that, if the Parties, in good faith and in cooperation with one another, determine that any objections asserted by any Governmental Entity under any applicable Law with respect to the transactions contemplated by the Arrangement Agreement can be resolved so as to allow the closing to occur as soon as reasonably Table of Contents practicable (and in any event no later than the Outside Date) by the taking of (x) an action that would result in the loss described in clause (i) of this definition in circumstances where there is an alternative action that would not result in the loss described in clause (ii) of this definition, or (y) an action that would result in the loss described in clause (ii) of this definition in circumstances where there is an alternative action that would not result in the loss described in clause (i) of this definition, then in each case, the Purchaser will be obligated to take such action in the applicable clause (x) or (y) that does not result in a Burdensome Effect;
Burdensome Effect means any of the effects described in Section A-1 of the Company Disclosure Schedule.