Negative Condition or Restriction definition
Negative Condition or Restriction has the meaning set forth in Section 7.1(a).
Negative Condition or Restriction means any condition or restriction (a) that would not customarily be imposed in transactions of the type contemplated by the Transaction Agreements; (b) solely with respect to Buyer and its Affiliates, that materially differs from those statutory or regulatory obligations imposed on companies holding Insurance Licenses similar to that of Gateway and engaged in business similar to that of Gateway and would be materially adverse to Buyer; (c) that is not conditioned on the consummation of the transactions contemplated by the Transaction Agreements in accordance with the material terms of the Transaction Agreements; (d) solely with respect to Buyer and its Affiliates, that materially adversely affects the ability of Buyer or any of its Affiliates (including, following the Closing, Gateway) to conduct its business substantially in the same manner as such business is being conducted, including by requiring the sale, lease, license, disposal or holding separate of any subsidiaries, assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer or any Affiliate; or (e) solely with respect to Buyer and its Affiliates, that would otherwise have a Buyer Material Adverse Effect.
Negative Condition or Restriction means: (A) as to Buyer any condition or restriction imposed by a Governmental Entity: (1) that is not customarily imposed in transactions of the type contemplated by the Transaction Agreements; (2) that requires the taking of any action, including any amendment of any Transaction Agreement, that would materially adversely affect the economic benefits reasonably expected to be derived by Buyer under the Transaction Agreements and in connection with the consummation of the transactions contemplated thereunder, taken as a whole; (3) that materially adversely affects the ability of the Transferred Companies to conduct the Business in the same manner as the Business is currently being conducted; (4) that would have a Company Material Adverse Effect; or (5) that would require Buyer to make a capital contribution to either of the Insurance Subsidiaries other than as a result of the submission of a business plan by Buyer which contemplates increased writings by such Insurance Subsidiary or would result in a lowering of the risk based capital of such Insurance Subsidiary; and (B) as to Seller, any condition or restriction imposed by a Governmental Entity (1) that is not customarily imposed in transactions of the type contemplated by the Transaction Agreements or (2) that requires the taking of any action, including any amendment of any Transaction Agreement, that would materially and adversely affect the economic benefits reasonably expected to be derived by Seller and the Transaction Agreements and in connection with the continuation of the transactions contemplated thereunder, taken as a whole.
Examples of Negative Condition or Restriction in a sentence
The Governmental Approvals listed on Section 9.01(b) of the Seller Disclosure Letter shall have been obtained (or any waiting period shall have been terminated or shall have expired) and shall be in full force and effect without the imposition of any Negative Condition or Restriction.
Notwithstanding any other provision of this Agreement, neither Seller nor Buyer shall be required to take any action under this Agreement pursuant to, or otherwise agree to or accept, any Negative Condition or Restriction.
More Definitions of Negative Condition or Restriction
Negative Condition or Restriction means any condition or restriction (a) that would not customarily be imposed in transactions of the type contemplated by the Transaction Agreements; (b) solely with respect to Buyer and its Affiliates, that materially differs from those statutory or regulatory obligations imposed on companies holding Insurance Licenses similar to those of the Companies and engaged in business similar to that of the Companies; (c) that is not conditioned on the consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements; (d) that could materially adversely affect the economic or other business benefits reasonably expected to be derived by Buyer under the Transaction Agreements or in connection with the consummation of the transactions contemplated hereunder and thereunder had, in each case, Buyer not been subject to any such conditions; (e) solely with respect to Buyer and its Affiliates, that materially adversely affect the ability of Buyer or any of its Affiliates (including, following the Closing, each Company) to conduct its business substantially in the same manner as such business is being conducted, including by requiring the sale, lease, license, disposal or holding separate of any subsidiaries, assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer or any Affiliate; or (f) solely with respect to the Buyer and its Affiliates, that would otherwise have a Buyer Material Adverse Effect.