NO ADVERSE EFFECT ON POOLING OF INTERESTS Sample Clauses

NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to the Executive under this Agreement may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Board shall have exercised such judgment and approved the reduction by a vote of at least two-thirds (2/3) of the directors then in office, (ii) the Board shall have given the Executive written notice thereof prior to the Effective Date and (iii) the determination of the Board shall be supported by the Company's independent auditors.
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NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to the Executive under this Agreement may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Board shall have exercised such judgment and given the Executive written notice thereof prior to the Effective Date and (ii) the determination of the Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Executive before the Effective Date.
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NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to the Executive under this Agreement may be reduced or eliminated to the extent necessary, in the reasonable judgment of the DRI Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the DRI Board shall have exercised such judgment and given the Executive written notice thereof prior to the Effective Date and (ii) the determination of the DRI Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Executive before the Effective Date.
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NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits ----------------------------------------- provided to Executive under this Article VIII may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Unicom Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Unicom Board shall have exercised such judgment and given Executive written notice thereof prior to the Effective Date, (ii) the determination of the Unicom Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Executive before the Effective Date, and (iii) if for any reason the Company shall, notwithstanding such exercise of judgment by the Unicom Board, fail to account for such merger, consolidation or other transaction as a pooling of interests for any fiscal period that includes the Termination Date, the Company shall, as soon as practicable after the end of such fiscal period and, in any event, within 10 business days after the its audited financial statements for such fiscal period first become publicly available, provide to Executive the excess, if any, of (x) each severance or other benefit determined pursuant to Article VIII (without giving effect to this Section 8.13) over (y) each corresponding severance or other benefit previously provided to Executive pursuant to Article VII or Article VIII. Sections 9.1 through 9.17 are redesignated as Sections 10.1 through 10.17, respectively, and Sections 8.1 through 8.6 are redesignated as Sections 9.1 through 9.6, respectively.
Sample 1
NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to the Officer under this Agreement may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Board shall have exercised such judgment and given the Officer written notice thereof prior to the Effective Date and (ii) the determination of the Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Officer before the Effective Date.
Sample 1
NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to the Employee under this Agreement may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Board shall have exercised such judgment and given the Employee written notice thereof prior to the Effective Date and (ii) the determination of the Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Employee before the Effective Date.
Sample 1
NO ADVERSE EFFECT ON POOLING OF INTERESTS. Any benefits provided to Executive under this Article VIII may be reduced or eliminated to the extent necessary, in the reasonable judgment of the Company Board, to enable the Company to account for a merger, consolidation or similar transaction as a pooling of interests; provided that (i) the Company Board shall have exercised such judgment and given Executive written notice thereof prior to the Effective Date, (ii) the determination of the Company Board shall be supported by a written certificate of the Company's independent auditors, a copy of which shall be provided to the Executive before the Effective Date, and (iii) if for any reason the Company shall, notwithstanding such exercise of judgment by the Company Board, fail to account for such merger, consolidation or other transaction as a pooling of interests for any fiscal period that includes the Termination Date, the Company shall, as soon as practicable after the end of such fiscal period and, in any event, within 10 business days after the its audited financial statements for such fiscal period first become publicly available, provide to Executive the excess, if any, of (x) each severance or other benefit determined pursuant to Article VIII (without giving effect to this Section 8.13) over (y) each corresponding severance or other benefit previously provided to Executive pursuant to Article VII or Article VIII.
Sample 1
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Related to NO ADVERSE EFFECT ON POOLING OF INTERESTS

  • No Adverse Effect The acquisition by the Collateral Agent of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Trust, result in an Adverse Effect;

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Litigation; Adverse Effects Except as set forth in Schedule 7.1-I, as of the Closing Date, there is no action, suit, proceeding, Claim, investigation or arbitration before or by any Governmental Authority or private arbitrator pending or, to the knowledge of the Borrower, threatened against the Company, the Borrower, any Qualified Borrower or any of their respective Subsidiaries, or any Property of any of them (i) challenging the validity or the enforceability of any of the Loan Documents, (ii) which will or is reasonably likely to result in a loss in excess of $30,000,000, or (iii) under the Racketeering Influenced and Corrupt Organizations Act or any similar federal or state statute where such Person is a defendant in a criminal indictment that provides for the forfeiture of assets to any Governmental Authority as a potential criminal penalty. There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Company and the Borrower. None of the Company, any General Partner, the Borrower, any Qualified Borrower or any Subsidiary of the Borrower is (A) in violation of any applicable Requirements of Law which violation will have or is reasonably likely to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or is reasonably likely to have a Material Adverse Effect.

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • Amendments without Material Adverse Effect Without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to amend (other than the amendments in Section 9.2) the rights of the Noteholders under, this Indenture, if:

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

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