Regulatory Material Adverse Effect definition

Regulatory Material Adverse Effect shall have the meaning set forth in Section 5.3(d).

Regulatory Material Adverse Effect means any fact, circumstance, effect, change, event or development that has a material adverse effect on the business, properties, financial condition or results of operations of the Combined Company.

Regulatory Material Adverse Effect means any fact, circumstance, effect, change, event or development that materially adversely affects the business, properties, financial condition or results of operations of SJW and its Subsidiaries, taken as a whole, CTWS and its Subsidiaries, taken as a whole, or the Combined Company; provided that for the purpose of determining whether a potential adverse effect would constitute a material adverse effect for the purposes hereof, each of SJW and its Subsidiaries, taken as a whole, and the Combined Company shall be deemed to be a consolidated group of entities of the size and scale of CTWS and its Subsidiaries, taken as a whole.

Examples of Regulatory Material Adverse Effect in a sentence

• Any Party seeking to claim that a condition to its obligation to effect the transactions contemplated hereby has not been satisfied by reason of the fact that a Material Adverse Effect or a Regulatory Material Adverse Effect has occurred or would reasonably be expected to occur or result will have the burden of proof to establish that occurrence or expectation.

• All Required Consents (including, in each case, the expiration or termination of the waiting periods (and any extensions thereof) applicable to the Merger and the transactions contemplated by this Agreement) shall have been obtained and shall have become Final Orders and such Final Orders shall not impose terms or conditions that, individually or in the aggregate, could reasonably be expected to have a Regulatory Material Adverse Effect.

• All Transaction Approvals shall have been filed, have occurred or been obtained and shall be in full force and effect or the waiting periods applicable thereto shall have terminated or expired, in each case, without any Regulatory Material Adverse Effect.

• Any party seeking to claim that a condition to its obligation to effect the Merger has not been satisfied by reason of the fact that a Company Material Adverse Effect, a Parent Material Adverse Effect or Regulatory Material Adverse Effect has occurred or would be reasonably expected to occur or result will have the burden of proof to establish that occurrence or expectation.

• None of the Required Governmental Consents or any other Governmental Consents required under applicable Law in connection with the consummation of the Mergers shall have imposed any Regulatory Actions that, individually or in the aggregate, would be reasonably likely to have a Regulatory Material Adverse Effect.

More Definitions of Regulatory Material Adverse Effect

Regulatory Material Adverse Effect means, with respect to any Party, a Material Adverse Effect resulting from the effect on such Party of the terms and conditions of a Final Order with respect to any Required Regulatory Approval other than Regulatory Exceptions.

Regulatory Material Adverse Effect means any undertakings, terms, conditions, liabilities, obligations, commitments, sanctions or other measures that, individually or in the aggregate, would have or would be reasonably likely to have, a material adverse effect on the financial condition, assets, liabilities, businesses or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (such that Parent and its Subsidiaries shall include the Company and its Subsidiaries); provided that for this purpose Parent and its Subsidiaries (including the Company and its Subsidiaries) shall be deemed to be a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size and scale of the Company and its Subsidiaries, taken as a whole.

Regulatory Material Adverse Effect means any divestiture, license or hold separate of:

Regulatory Material Adverse Effect means, with respect to any Person, a material adverse effect on the financial condition, business, revenue or EBITDA of such Person and its Subsidiaries, taken as a whole; provided that, for purposes of determining whether any action, term or condition would have or would reasonably be expected to have a Regulatory Material Adverse Effect on the Company, the Company and its Subsidiaries will collectively be deemed to be a company the size of (and with revenue and EBITDA equal to those of) Parent and its Subsidiaries, taken as a whole (excluding, for the avoidance of doubt, the Company and its Subsidiaries); provided, further, that, for purposes of determining whether any action, term or condition would have or would reasonably be expected to have a Regulatory Material Adverse Effect on Parent or on the Company, impacts on Parent, the Company or any of their respective Subsidiaries will be aggregated. “EBITDA” means, with respect to any Person, the sum of (1) consolidated net income, determined in accordance with GAAP, plus (2) without duplication and to the extent deducted in determining such consolidated net income, the sum of (I) consolidated interest expense, (II) consolidated income tax expense and (III) all amounts attributed to depreciation or amortization, in each case of such Person and its Subsidiaries.

Regulatory Material Adverse Effect is defined in Section 7.5(a)(ii).

Regulatory Material Adverse Effect means any divestiture of theatres required to be made by Buyer pursuant to Section 6.3(e) that, individually or in the aggregate, is or is reasonably likely to be materially adverse to the business, assets, financial condition or results of operations of Seller, the Company and the Subsidiaries, taken as a whole. For purposes of determining whether a Regulatory Material Adverse Effect has occurred, (i) no consideration shall be given to any divestiture of, or other effect on, any theatre that is a Retained Asset, (ii) Buyer shall treat the divestiture of any theatres owned by it or any of its Affiliates as if they were divestitures of theatres owned by Seller, the Company or any Subsidiary, and (iii) consideration will be given to any net proceeds (whether in the form of cash or other property) received by Buyer or its Affiliates or the Company in connection with any divestiture of theatres required to be made by Buyer pursuant to Section 6.3(e) (or, if this Agreement is terminated pursuant to Section 11.1(d) or Section 11.1(e) and any such required divestitures have not been made, the net proceeds Buyer could reasonably have expected to receive in connection with any such required divestitures). The effect of any such divestitures by Buyer shall be measured by the 2009 operating cash flow of the divested theatres against the consolidated 2009 operating cash flow of the Seller.

Regulatory Material Adverse Effect means any Regulatory Action imposed on Montage or Marigold or any of their respective Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of Montage and its Subsidiaries, taken as a whole, after giving effect to the Merger; provided, however, that the results or effects of the Regulatory Divestitures specifically listed in Schedule 6.3 shall not be taken into account for purposes of the definition of a “Regulatory Material Adverse Effect”.