Materially Weaker definition

Materially Weaker as such term is used in Section 5(b)(iv) means that the resulting, surviving or transferee entity has suffered a Downgrade (as defined herein except that the resulting, surviving or transferee entity will replace Party B within the Downgrade definition).
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Materially Weaker means the Credit Rating of the successor, surviving or transferee entity is rated below BBB- by S&P or Baa3 by Xxxxx’x or failing to have a Credit Rating from either S&P or Xxxxx’x, and (ii) a Designated Event with respect to X means that, after the date of this Agreement:
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Materially Weaker shall be deemed to mean (i) the Credit Rating (as defined in Part 5(p) hereof) of the Resulting Entity is less than BBB- (Credit Watch) by S & P or Baa3 (Credit Watch) by Moody's (as defined in Part 5(p) hereof), or ii the Resulting Entity is not rated by at least one of the foregoing rating agencies and the other Party has a commercially reasonable good faith insecurity, based on the financial condition of the Resulting Entity, with regard to the ability of the Resulting Entity to meet the obligations required of it under this Agreement immediately following the completion of the transaction.
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More Definitions of Materially Weaker

Materially Weaker means, solely for the purposes of the Credit Event Upon Merger provision of this Agreement, the resulting, surviving or transferee entity has a credit rating on its long-term unsecured, unenhanced, unsubordinated debt obligations or counterparty risk or financial program, as applicable, of below “BBB” in the case of S&P or below “Baa2” in the case of Moody’s.
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Related to Materially Weaker

  • Materially Impair means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

  • materially shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole; and

  • Materially Damaged means damage which, in Seller's reasonable estimation, exceeds $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair.

  • 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.

  • Sexually oriented business means an adult arcade, adult bookstore or adult video store, adult cabaret, adult motel, adult motion picture theater, adult theater, escort agency, nude model studio, or sexual encounter center.

  • Acutely mentally ill means a condition which is limited to a

  • Specially Written Software means any software created by the Contractor (or by a third party on behalf of the Contractor) specifically for the purposes of this Contract.

  • Material of Environmental Concern means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

  • Disadvantaged Business means a small business concern: (a) which is at least 51 percent owned by one or more socially and economically disadvantaged individual(s) or in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individual(s); and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individual(s) who own it. It is important to note that the business owners themselves must control the operations of the business. Absentee ownership or title ownership by an individual who does not take an active role in controlling the business is not consistent with eligibility as a DBE under CFR 49 Part 26.71.

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Deadly weapon means any weapon, whether loaded or unloaded, from which a shot may be discharged, or a switchblade knife, gravity knife, billy, blackjack, bludgeon, or metal knuckles.

  • Substantially similar means substantially similar in function or capability or otherwise competitive to the products or services being developed, manufactured or sold by the Company during and/or at the end of Executive’s employment, or are marketed to substantially the same type of user or customer as that to which the products and services of the Company are marketed or proposed to be marketed.

  • Processes with Significant Environmental Aspects means the Equipment which, during regular operation or if not properly operated or maintained, may cause or are likely to cause an adverse effect.

  • Socially and economically disadvantaged person means an individual who is a citizen or lawful permanent resident of the United States and who is Black, Hispanic, Native American, Asian, Female; or a member of another group or an individual found to be disadvantaged by the Small Business Administration pursuant to Section 3 of the Small Business Act.

  • Assisted amusement device means an amusement device, skill device, or ride

  • Opiate means any substance having an addiction-forming or addiction-sustaining liability similar to morphine or being capable of conversion into a drug having addiction-forming or addiction-sustaining liability. It does not include, unless specifically designated as controlled under section 124.201, the dextrorotatory isomer of 3-methoxy-n-methylmorphinan and its salts (dextromethorphan). It does include its racemic and levorotatory forms.

  • Mentally ill means having a mental illness.

  • Environmentally preferable products means a product or service that has a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. Such products or services may include, but are not limited to, those which contain recycled content, minimize waste, conserve energy or water, and reduce the amount of toxics either disposed of or consumed.

  • Intimidating, threatening, abusive, or harming conduct means, but is not limited to, conduct that does the following:

  • Small disadvantaged business concern means a small business concern that represents, as part of its offer that—

  • Automobile or watercraft transporters means any tractor truck, lowboy, vehicle, or combination,

  • Environmentally critical area means an area or feature which is of significant environmental value, including but not limited to: stream corridors, natural heritage priority sites, habitats of endangered or threatened species, large areas of contiguous open space or upland forest, steep slopes, and well head protection and groundwater recharge areas. Habitats of endangered or threatened species are identified using the Department’s Landscape Project as approved by the Department’s Endangered and Nongame Species Program.

  • Dangerous weapon means any weapon, device, instrument, material, or substance, animate or inanimate, which under the circumstances in which it is used, attempted to be used, or threatened to be used is readily capable of causing death or serious physical injury.

  • Explosives (1) means solid, liquid or gaseous substances or mixtures of substances which, in their application as primary, booster, or main charges in warheads, demolition and other applications, are required to detonate.

  • Environmentally sensitive area means any area in which plant or animal life or their habitats are either rare or especially valuable because of their special nature or role in an ecosystem and which could be easily disturbed or degraded by human activities and developments.

  • Deaf/blindness means concomitant hearing and visual impairments, the combination of which causes such severe communication and other developmental and educational problems that they cannot be accommodated in special education programs solely for students with deafness or students with blindness.