Company MAE definition

Company MAE means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.
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Company MAE means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is materially adverse to (A) the financial condition, business affairs, properties, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Common Shares. As used in this Agreement, “business prospects” excludes any development resulting from any event, circumstance, development, change or effect (1) in general economic or business conditions, (2) in financial or securities markets generally, or (3) generally affecting the business or industry in which the Company operates.
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Company MAE means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is materially adverse to (A) the financial condition, business affairs, properties, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Units. As used in this Agreement, “business prospects” excludes any development resulting from any event, circumstance, development, change or effect (1) in general economic or business conditions, (2) in financial or securities markets generally, or (3) generally affecting the business or industry in which the Company operates.
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Examples of Company MAE in a sentence

  • Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

  • Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

  • The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those which the failure to possess or own would not have, individually or in the aggregate, a Company MAE.

  • The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those the failure to possess or own would not have, individually or in the aggregate, a Company MAE.

  • Except as otherwise disclosed in the Prospectus and except as would not result in, individually or in the aggregate, a Company MAE, (i) all properties and assets described in the Prospectus are owned with good and marketable title by the Company and its subsidiaries, and (ii) all liens, charges, encumbrances, claims or restrictions on or affecting any of the properties and assets of the Company or any of its subsidiaries which are required to be disclosed in the Prospectus are disclosed therein.

  • Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Government Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

  • Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated hereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

  • The Company and its subsidiaries possess such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those which the failure to possess or own would not have, individually or in the aggregate, and could not, individually or in the aggregate, reasonably be expected to result in, a Company MAE.

  • The Company and its subsidiaries possess all certificates, authorities or permits (“Government Permits”) issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business contemplated or operated by them, other than those Government Permits the failure of which to possess or own would not have, individually or in the aggregate, a Company MAE.

  • The Company possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those the failure of which to possess or own would not have, individually or in the aggregate, and could not, individually or in the aggregate, reasonably be expected to result in a Company MAE.


More Definitions of Company MAE

Company MAE means any fact, circumstance, condition or effect which is (i) materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, circumstance or effect relating to the economy or securities markets in general or the industries in which the Company operates and not specifically relating to the Company, or (ii) materially adverse to the ability of the Company to perform any of its material obligations under this Agreement. A "Company MAE" will be deemed to exist if net cash of the Company and its Subsidiaries is less than $10 million (without giving effect to any transaction-related fees and expenses of the Financial Advisor, financial printers and outside counsel not exceeding $1.35 million in the aggregate) as of the close of business on the date of the expiration of the Offer. Notwithstanding the foregoing, no "Company MAE" will be deemed to exist solely by reason of the liabilities referred to in Schedule 3.6 or Schedule 3.7 (excluding in each case any references to Schedule 3.9 contained therein).
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Company MAE means any material adverse change, event, circumstance or development with respect to, or material adverse effect on, (i) the business, assets, liabilities, capitalization, prospects, condition (financial or other), or results of operations of the Company or (ii) the ability of the Company to operate its Medicaid business after the Closing.
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Company MAE means any change, effect, event, occurrence or state of facts that has had or is reasonably likely in the future to have, individually or when considered with other effects, a material adverse effect on (i) the business, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Company MAE will be deemed to exclude effects to the extent resulting from (A) changes, after the date hereof, in GAAP, (B) actions or omissions of the Company taken with the prior written consent of Parent, (C) matters specifically disclosed on the Company Disclosure Letter, (D) the Company’s compliance with the terms and conditions of this Agreement, (E) changes affecting any of the industries in which such entity operates generally which do not affect the Company disproportionately, or (F) any events or changes affecting general worldwide economic or capital market conditions which do not affect the Company disproportionately) or (ii) the ability of such party to timely consummate the transactions contemplated by this Agreement.
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Company MAE means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is materially adverse to (A) the financial condition, business affairs, properties or results of operations of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Units; provided, however, that clause (A) excludes any development resulting from any event, circumstance, development, change or effect (1) in general economic or business conditions, (2) in financial or securities markets generally, or (3) generally affecting the business or industry in which the Company operates.
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Company MAE means any fact, circumstance, condition or effect which is (i) materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, circumstance or effect relating to the economy or securities markets in general or the industries in which the Company operates and not specifically relating to the Company, or (ii) materially adverse to the ability of the Company to perform any of its material obligations under the Merger Agreement. A "Company MAE" will be deemed to exist if net cash of the Company and its Subsidiaries is less than $10 million (without giving effect to any transaction-related fees and expenses of the Financial Advisor, financial printers and outside counsel not exceeding $1.35 million in the aggregate) as of the close of business on the Expiration Date. Notwithstanding the foregoing, no "Company MAE" will be deemed to exist solely by reason of certain liabilities identified to Parent. The Merger. The Merger Agreement provides that, at the Effective Time, and subject to the conditions set forth therein and the provisions of the DGCL, Purchaser shall be merged with and into the Company in accordance with the DGCL and substantially in the manner described in the Offer, the separate corporate existence of Purchaser shall cease, and the Company shall continue as the Surviving Corporation, and each issued and outstanding Share (other than shares to be canceled in accordance with the Merger Agreement and any Dissenting Shares), shall be converted into and become the right to receive, the Offer Price, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in the Merger Agreement, less any required withholding taxes. As of the Effective Time (as defined below and in the Merger Agreement) by virtue of the Merger and without any action on the part of any holder, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with the Merger Agreement, or to perfect any appraisal rights that such holder may have pur...
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Related to Company MAE

  • Company Marks means the trademarks, trade names, service marks, logos, and/or service names of the Company.

  • Company Materials has the meaning specified in Section 6.02.

  • Company Systems means all Software (including Company Products), computer hardware (whether general or special purpose), information technology, electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems (including any outsourced systems and processes) that are owned, leased, licensed or used by or for, or otherwise relied on by, the Company or its Subsidiaries in the conduct of their businesses.

  • Generating Company means any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person, which owns or operates or maintains a generating station;

  • Internal combustion engine or ‘engine’ means an energy converter, other than a gas turbine, designed to transform chemical energy (input) into mechanical energy (output) with an internal combustion process; it includes, where they have been installed, the emission control system and the communication interface (hardware and messages) between the engine's electronic control unit(s) and any other powertrain or non-road mobile machinery control unit necessary to comply with Chapters II and III;

  • Business Systems means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used or held for use in the conduct of the Company Business.

  • Computer Systems means computers and associated input and output devices, data storage devices, networking equipment, and back up facilities:

  • Company IT Systems means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by the Company.

  • Internal Market Buyer means a Market Buyer making purchases of energy from the PJM Interchange Energy Market for ultimate consumption by end-users inside the PJM Region that are served by Network Transmission Service.

  • Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).

  • Brands means the Sprint PCS Brands and the Sprint Brands.

  • Company has the meaning set forth in the Preamble.

  • Mobile Service means the mobile service we provide to you enabling you to use and receive a range of mobile services including, but not limited to, messaging services, age restricted services and premium services.

  • Computer services means providing services consisting of specifying computer hardware configurations and evaluating technical processing characteristics, computer programming, and training of computer programmers and operators, provided in conjunction with and to support the sale, lease, or operation of taxable computer equipment or systems.

  • Resulting Company means a domestic stock company created

  • Internal control means a set of systems to ensure that financial and other records are reliable and complete and which ensure adherence to the entity's management policies, the orderly and efficient conduct of the entity, and the proper recording and safeguarding of assets and resources;

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • Disabling Conduct shall have the meaning designated in Section 8.4 hereof.

  • Alternative energy technology means equipment, component parts, materials, electronic devices, testing equipment, and related systems that are specifically designed, specifically fabricated, and used primarily for 1 or more of the following:

  • Mobile Services means the mobile telecommunications service which we provide you under Part D and as specified in your Application.

  • Business firm means a person that transacts business on a regular and continual basis, or a person that proposes to transact business on a regular and continual basis.