Combined Company Material Adverse Effect means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of the Combined Company and its subsidiaries taken together.
Combined Company Material Adverse Effect means a Material Adverse Effect with respect to the Combined Company.
Combined Company Material Adverse Effect means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Cardinal and Sarg and their respective Subsidiaries, taken as a whole; provided, however, that, none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Combined Company Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory (other than educational regulatory) conditions in the United States, (ii) any changes of GAAP (or, in each case, any authoritative interpretations thereof) or (iii) any non-regulatory changes generally affecting the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses, including the post-secondary or proprietary education industry; provided, that in the case of clauses (i), (ii) and (iii), if and only to the extent such changes do not have a disproportionate impact on Cardinal or Sarg and their respective Subsidiaries, taken as a whole, as compared to other participants in the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses.
Examples of Combined Company Material Adverse Effect in a sentence
The term “ Combined Company Material Adverse Effect” means aMaterial Adverse Effect, after giving effect to the transactions contemplated by this Agreement, on ATC and the ATC Subsidiaries, taken as a whole; provided, that for the avoidance of doubt it is understood and agreed by the parties hereto that SpectraSite and the SpectraSite Subsidiaries shall constitute Subsidiaries of ATC for purposes of determining the existence of a Combined Company Material Adverse Effect.
To the knowledge of the Company, no labor dispute with the employees of ICG or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of ICG’s or any of ICG’s subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Combined Company Material Adverse Effect.
The Cardinal Pre-Closing Educational Consents and, if any, the Sarg Pre-Closing Educational Consents, shall have been effectuated or obtained, as applicable, without any terms or conditions that individually or in the aggregate, would reasonably be expected to result in a Combined Company Material Adverse Effect.
To the knowledge of the Company, ICG and its subsidiaries are in compliance with the terms and conditions of all such ICG Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, together with any failure contemplated in the immediately prior sentence, result in a Combined Company Material Adverse Effect.
More Definitions of Combined Company Material Adverse Effect
Combined Company Material Adverse Effect means a Material Adverse Effect, after giving effect to the transactions contemplated by this Agreement, on ATC and the ATC Subsidiaries, taken as a whole; provided, that for the avoidance of doubt it is understood and agreed by the parties hereto that SpectraSite and the SpectraSite Subsidiaries shall constitute Subsidiaries of ATC for purposes of determining the existence of a Combined Company Material Adverse Effect.
Combined Company Material Adverse Effect means any material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries (including the Acquired Company and its subsidiaries), taken as a whole except as set forth or contemplated in the Pricing Prospectus and (ii) “Material Adverse Effect” shall mean any material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole except as set forth or contemplated in the Pricing Prospectus. Except as disclosed in the Pricing Prospectus, to the knowledge of the Company, there are no pending actions, suits or proceedings against or affecting the Acquired Company, or any of its subsidiaries or any of their respective properties that, if determined adversely to the Acquired Company or any of its subsidiaries, would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business or results of operations of the Acquired Company and its subsidiaries, taken as a whole; and, to the knowledge of the Company, no such actions, suits or proceedings are threatened by governmental authorities or by others;
Combined Company Material Adverse Effect means the terms of the Financing or the consummation of the Financing, individually or in the aggregate, would have or would reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of Parent, Parent Subsidiaries, the Company, and the Company Subsidiaries, taken as a whole, after giving effect to the Transactions.
Combined Company Material Adverse Effect means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), or condition (financial or otherwise) of the Combined Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith, (iii) the authority or ability of the Combined Company or any of its Subsidiaries to pay or otherwise perform any of their respective obligations under any of the Transaction Documents, (iv) the value of the Collateral or the Liens on the Collateral granted under the Transaction Documents or the priority of any such Lien, or (v) the Collateral Agent’s or any Buyer’s rights and remedies under the Notes or any other Transaction Document.
Combined Company Material Adverse Effect means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Cardinal and Sarg and their respective Subsidiaries, taken as a whole; provided , however , that, none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Combined Company Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory (other than educational regulatory) conditions in the United States, (ii) any changes of GAAP (or, in each case, any authoritative interpretations thereof) or (iii) any non-regulatory changes generally affecting the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses, including the post-secondary or proprietary education industry; provided , that in the case of clauses (i), (ii) and (iii), if and only to the extent such changes do not have a disproportionate impact on Cardinal or Sarg and their respective Subsidiaries, taken as a whole, as compared to other participants in the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses.
Combined Company Material Adverse Effect means any event, change, effect, development, state of facts, condition, circumstance or occurrence that is or would be reasonably expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries, taken as a whole, but shall not be deemed to include any event, change, effect, development, state of facts, condition, circumstance or occurrence: (a) in or affecting economic conditions (including changes in interest rates) or the financial or securities markets in the United States or elsewhere in the world, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (b) in or affecting the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate generally, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Parent, the Parent Subsidiaries, the Company or the Company Subsidiaries operate, (c) resulting from or arising out of (i) other than in the case of Sections 3.04, 7.02(a) (insofar as it relates to Section 3.04), 4.04 and 7.03(a) (insofar as it relates to Section 4.04) of the Merger Agreement, the compliance with, or taking any action required by the Merger Agreement, the Financing or the Transactions, (ii) any taking of any action expressly required by the terms of the Merger Agreement (as in effect on the date hereof), (iii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or the Transactions, (iv) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal, in each case after the date of the Merger Agreement, of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, to the extent the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries are not adversely affected in a disproportionate manner relative to other participants in the industries in which the Pare...
Combined Company Material Adverse Effect means any material adverse effect on the assets, liabilities, business, operations, condition (financial or otherwise) or results of operations of Buyer and its Subsidiaries and the Company and the FG Subsidiaries (the “Combined Companies”) taken as a whole; provided, however, that the effects of events, changes and circumstances arising out of or otherwise attributable to, (a) the industries in which the Combined Companies operate, (b) general economic conditions (including interest rates), general financial or market conditions (including changes in the market values of any securities or instruments held by the Combined Companies), war, terrorism or hostilities, weather conditions and storms, (c) changes in Law or generally accepted accounting principles, (d) compliance with this Agreement and (e) the transactions contemplated hereby or the public announcement of this Agreement, shall not be considered when determining if a Combined Company Material Adverse Effect has occurred (but in the case of clauses (a), (b) and (d), only to the extent that they do not disproportionately affect the Combined Companies).