Company Adverse Effect definition

Company Adverse Effect means any adverse change, effect, event, occurrence, condition or other circumstance relating to the rights, obligations, business, results of operations or condition (financial or otherwise) and properties of the Company; provided, however, that in determining whether a Company Adverse Effect has occurred, changes, effects, events, occurrences, conditions or other circumstances relating to (a) the industries in which the Company operates, (b) United States or global economic, regulatory or political conditions or financial markets in general, (c) fluctuations in currency exchange rates or interest rates, (d) acts of war, insurrection, sabotage or terrorism, (e) changes or proposed changes in Laws or GAAP or regulatory accounting requirements or interpretations thereof, or (f) this Agreement or any actions taken in compliance with this Agreement, the transactions contemplated by this Agreement and the other Transaction Agreements, or the pendency or announcement thereof, shall not be taken into account, except to the extent such effects in the cases of clauses (a)—(e) above materially and disproportionately affect the Company relative to other participants in the offshore oil and gas pipeline industry in the United States Gulf of Mexico.
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Company Adverse Effect means an effect (or circumstance involving a prospective effect) on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which the Buyer deems to be adverse.
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Company Adverse Effect means any adverse change, effect, event, occurrence, condition or other circumstance relating to the rights, obligations, business, results of operations or condition (financial or otherwise) and properties of the Company; provided, however, that in determining whether a Company Adverse Effect has occurred, changes, effects, events, occurrences, conditions or other circumstances relating to (a) the industries in which the Company operates, (b) United States or global economic, regulatory or political conditions or financial markets in general, (c) fluctuations in currency exchange rates or interest rates, (d) acts of war, insurrection, sabotage or terrorism, (e) changes or proposed changes in Laws or GAAP or regulatory accounting requirements or interpretations thereof, or (f) this Agreement or any actions taken in compliance with this Agreement, the transactions contemplated by this Agreement and the other Transaction Agreements, or the pendency or announcement thereof, shall not be taken into account, except to the extent such effects in the cases of clauses (a) - (e) above materially and disproportionately affect the Company relative to other participants in the offshore oil and gas pipeline industry in the United States Gulf of Mexico.
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Examples of Company Adverse Effect in a sentence

  • No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger.

  • The Company has received all currently required approvals, authorizations, consents, licenses, orders, registrations and permits of all Governmental Entities, except as have not had, and could not reasonably be expected to have, a Company Adverse Effect.

  • Except as would not, individually or in the aggregate, constitute a Company Adverse Effect, none of the Company, its Subsidiaries or any material property or asset of the Company or any of its Subsidiaries is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Company’s Knowledge, continuing investigation by, any Governmental Authority or any Order of any Governmental Authority.

  • The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Company Adverse Effect.

  • No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect.

  • The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary except where the failure to have such licenses, qualifications or authority would not have a material adverse effect on the business of the Company ("Company Adverse Effect").

  • Except as would not reasonably likely to result in a Company Adverse Effect, each benefit plan of the Company has been established and administered in accordance with its terms and in compliance with the applicable provisions of Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, and other applicable laws, rules and regulations.

  • The Company is not in violation or default (a) of any provisions of its articles of incorporation or bylaws, (b) of any instrument, judgment, order, writ or decree, or (c) under any agreement to which it is a party or by which it is bound, or of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Company Adverse Effect.

  • The Company has no reasonable basis to expect any material modification to its relationship with any such customer/merchant, which would have a Company Adverse Effect.

  • Marking Period with ExamAmended June 2009 In order to pass for the year, a student must earn passing grades during a minimum of two quarters, including a minimum of one quarter during the second semester..


More Definitions of Company Adverse Effect

Company Adverse Effect means any Effect that has materially impaired or would be reasonably expected to materially impair business, properties, assets, condition (financial or otherwise), liabilities or results of operations of the Company and the U.K. Affiliate, taken as a whole, or has resulted in or would be reasonably expected to result in Losses in excess of Five Hundred Thousand Dollars ($500,000.00) solely for the purposes of Section 8.02(b), and One Hundred Thousand Dollars ($100,000.00) for all other purposes under this Agreement, or the imposition of a Criminal Penalty.
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Company Adverse Effect means an effect (or circumstance involving 3a prospective effect) on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which the Buyer deems to be adverse.
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Company Adverse Effect means a material adverse effect on the Condition of either of the Companies other than resulting from general economic or financial conditions that does not affect either of the Companies uniquely.
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Company Adverse Effect means any Effect that has materially impaired or would be reasonably expected to materially impair business, properties,
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Company Adverse Effect means an adverse effect on the Condition of the Company, taken as a whole, in an amount that exceeds $50,000 other than resulting from general economic or financial conditions which do not affect the Company uniquely. "Company Common Stock" shall have the meaning ascribed to it in the preamble hereto.
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Company Adverse Effect. As defined in Section 5.1.
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Related to Company Adverse Effect

  • Company Material Adverse Effect means a material adverse effect on (i) the business, results of operation or financial condition of the Company and its consolidated subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed to include the effects of (A) changes after the date of the Letter Agreement (the “Signing Date”) in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company and its subsidiaries operate, (B) changes or proposed changes after the Signing Date in generally accepted accounting principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative interpretations thereof, (C) changes or proposed changes after the Signing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the Company and its consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial services organizations), or (D) changes in the market price or trading volume of the Common Stock or any other equity, equity-related or debt securities of the Company or its consolidated subsidiaries (it being understood and agreed that the exception set forth in this clause (D) does not apply to the underlying reason giving rise to or contributing to any such change); or (ii) the ability of the Company to consummate the Purchase and the other transactions contemplated by this Agreement and the Warrant and perform its obligations hereunder or thereunder on a timely basis.

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • SPAC Material Adverse Effect means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of SPAC or (ii) the ability of SPAC to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “SPAC Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any matter set forth on, or deemed to be incorporated in, Section 1.1SMAE of the SPAC Disclosure Letter, (g) any Events that are cured by SPAC prior to the Acquisition Closing, (h) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or SPAC Warrants (provided that the underlying causes of such changes referred to in this clause (h) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (i) any worsening of the Events referred to in clauses (b), (d), (e) or (f) to the extent existing as of the date of this Agreement; provided, however, that in the case of each of clauses (b), (d) and (e), any such Event to the extent it disproportionately affects SPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to SPAC, the amount of SPAC Share Redemptions or the failure to obtain SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect;

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.