MAE Condition definition

MAE Condition is defined in Section 8.1(f) of this Agreement.
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MAE Condition has the meaning given to that term in Clause 3.1.11;
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MAE Condition has the meaning given to it in Clause 5.1.6; "Material Adverse Effect" any facts, circumstances, changes or events between the date of this Deed and Completion that, individually or in the aggregate, have had a material adverse effect on the financial condition or operations of the Target Group taken as a whole, excluding any effect that results from or arises in connection with: (i) changes in the economy, stock markets, interest rates, exchange rates, commodity pricing, tariffs or financial markets generally; (ii) changes that are the result of acts of war, sabotage or terrorism or of natural disasters; (iii) changes that are the result of factors affecting the business in the Ordinary Course; (iv) the announcement or consummation of the Transaction contemplated by this Deed; (v) changes in applicable laws, regulations or accounting standards or practices; (vi) changes in the competition landscape as a result of new private banks beginning to operate in Jersey or the Bailiwick of Guernsey; (vii) any action taken (or omitted to be taken) at the written request of the Purchaser or that is expressly required by this Deed or the failure to take any specific action expressly prohibited by this Deed; and/or (viii) any matter that is Disclosed (other than in the Updated Disclosure Letter or the Locked Box Accounts),
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Examples of MAE Condition in a sentence

  • The Offeror may only invoke the MAE Condition as a basis for not proceeding with the Share Proposal if the provisions of Note 2 to Rule 30.1 of the Takeovers Code are satisfied.

  • On 2 February 2014, LDC confirmed in an internal email that the CCNs as notified by Royal Mail engaged the MAE Condition, even in circumstances where the prices were suspended due to Ofcom’s investigation.

  • MAE Condition As noted in the Company’s trading halt request on 1 April 2022, the Company has given WAM Capital formal notice under clause 3.5(b) of the SIA of a breach of the MAE Condition.

  • On 11 December 2013, PostNL’s legal advisers circulated a revised draft of the MAE Condition which was eventually incorporated into the agreement.

  • It was a condition precedent to the Scheme that at the Calculation Date, the WAM Capital share price premium to NTA remained between 12.5% and 25% (MAE Condition).

  • Completion of the LDC Agreement was conditional on two events - a requirement for merger control clearance, and the MAE Condition.

  • April 2022 Update on Proposed Scheme – MAE Condition and Scheme Consideration Ozgrowth Limited (Ozgrowth or the Company) (ASX: OZG) is pleased to provide the following update on the status of the proposed scheme of arrangement (Scheme) under which WAM Capital Limited (WAM Capital) (ASX: WAM) is proposing to acquire all the Ozgrowth shares that it does not currently own.

  • April 2022 Update on Proposed Scheme – MAE Condition and Scheme Consideration Westoz Investment Company Limited (Westoz or the Company) (ASX: WIC) is pleased to provide the following update on the status of the proposed scheme of arrangement (Scheme) under which WAM Capital Limited (WAM Capital) (ASX: WAM) is proposing to acquire all the Westoz shares that it does not currently own.

  • W e s to z I n ve s tme n t Co m pan y L im i te dLevel 1858 Mounts Bay RoadTelephone: +61 8 9321 7877Facsimile: +61 8 9321 8288PO Box Z5036St Georges Terrace Waiver of MAE Condition and Scheme Consideration Update Westoz has agreed to waive the breach of the MAE Condition under the Scheme in conjunction with the parties agreeing to vary the SIA in relation to the calculation of the WAM Capital VWAP used to calculate the Scheme Consideration.

  • If the MAE Condition is not fulfilled and is not waived by the Offeror, the Offer will not become effective.


More Definitions of MAE Condition

MAE Condition means the Condition set out in clause 4.1(d);
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MAE Condition has the meaning ascribed thereto in Section 1.1(b).
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MAE Condition is defined in Section 0 of this Agreement.
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MAE Condition means (i) a Company Material Adverse Effect or (ii) a material adverse effect on the business, assets, financial condition, or results of operations of the Buyer and its Subsidiaries on a consolidated basis of such materiality that, if such material adverse effect were to have occurred on the Company and its Subsidiaries on a consolidated basis, instead of the Buyer and its Subsidiaries on a consolidated basis, would constitute a Company Material Adverse Effect).
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Related to MAE Condition

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.

  • Release Condition means the following:

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Acceptance Condition means, with respect to an Offer, the condition set forth in the Offer Documents with respect to the number of acceptances to an Offer which must be secured to declare such Offer unconditional as to acceptances which shall be more than 50% of the Target shares carrying voting rights.

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below), (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage” shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Mortgage Conditions means the mortgage conditions booklet reference MORT 0154 MAY 13 HF;

  • Minimum Condition has the meaning set forth in Annex I.

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

  • Delivery Condition has the meaning set forth in Section 2.1.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibility conditions listed in Clause [5] of the Tender Document.

  • Performance Condition means any performance condition imposed under rule 3;

  • the Conditions means the standard terms and conditions set out in this document;

  • these Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Trading Price Condition shall have the meaning specified in Section 14.01(b)(i).

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Change in condition means a change in physical condition of the employee as well as any change