Adverse Matter definition

Adverse Matter means any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser hereunder, or any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the stockholders of the Company other than the Purchaser or its affiliates. For purposes of this Section 1.3, the term “Continuing Directors” shall mean any directors of the Company then serving, if any, who are directors as of the date hereof. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable efforts to ensure that at least two of the members of the Company Board shall, at all times prior to the Effective Time (as defined in Section 2.2 hereof), be Continuing Directors, provided that, if there shall be in office fewer than two Continuing Directors for any reason, the parties shall use their reasonable efforts to cause the Company Board to cause the person designated by the remaining Continuing Director to fill such vacancy, which person shall be deemed to be a Continuing Director for all purposes of this Agreement. If no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of Parent or the Purchaser, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. The Company Board shall not delegate any Adverse Matter to any committee of the Company Board unless such committee consists only of Continuing Directors.
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Adverse Matter. Section 1.3.3 "AGREEMENT" Preamble "BUSINESS DAY" Section 1.1.2 "CERCLA" Section 3.14.4 "CERTIFICATE OF MERGER" Section 2.2 "CERTIFICATES" Section 2.11.1 "COMPANY" Preamble "COMPANY BENEFIT PLAN" Section 3.10.1 "COMPANY BOARD" Recitals "COMPANY BYLAWS" Section 3.2 47
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Adverse Matter in the context of a Regulated Local Authority Search or Regulated Optional Enquiry - means any matters having a detrimental effect on the fair market value of the Property as defined in the Personal Search Insurance Policy (PSI), that would or should have been disclosed in an LLC1, CON29 or CON29O (Law Society Copyright) had one been requested on the same date of the Regulated Local Authority Search or Regulated Optional Enquiry but was not disclosed on the Regulated Local Authority Search or Regulated Optional Enquiry. This includes where the Appropriate Authority’s registers and information and / or the responses provided by the Appropriate Authority for the purposes of the Regulated Local Authority Search or Regulated Optional Enquiry were incorrect as at the date of the Regulated Local Authority Search or Regulated Optional Enquiry due to the Appropriate Authority's error or omission. In the context of a Regulated Drainage & Water Search - means a matter affecting the Property as defined in the PSI, which would have been disclosed in the information provided by an Appropriate Authority in response to enquiries in form CON29DW (Law Society Copyright) but which was not contained in the Regulated Drainage & Water Search.
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Examples of Adverse Matter in a sentence

  • The Company Board shall not delegate any Adverse Matter to any committee of the Company Board unless such committee consists only of Continuing Directors.

  • The Seller shall promptly notify the Buyer after the Seller obtains knowledge of any material damage, destruction or condemnation action with respect to the Properties or of any Subsequent Material Adverse Matter with respect to the Properties.

  • In the case of Deferred Properties having a Structural Defect or a Code Defect, subject to Section 9.1(c)(viii), the Buyer and the Seller shall each contribute equal amounts to the remediation of such Material Adverse Matter up to the Shared Remediation Maximum (except for any Structural Defect or Code Defect identified under Sections 4.1 or 4.2, for which the Buyer shall have no obligation to contribute), and the Seller shall bear all remediation costs in excess thereof.

  • Notwithstanding anything to the contrary set forth above, in the event the Contributor disputes the existence of a Non-Curable Adverse Matter alleged by Acquiror, Contributor shall be entitled to arbitrate the matter pursuant to the provisions of SECTION 8.5.

  • For purposes of this Agreement, the term "Adverse Matter" includes, but is not limited to, (a) judicial or administrative proceedings and positions taken therein, (b) transactions and other contractual matters and (c) the provision of advisory or other services.

  • The Buyer's failure to deliver to the Seller within said fifteen (15) business day period a Defect Letter shall be deemed conclusively as the Buyer's confirmation that none of such new exceptions to title constitutes a Material Adverse Matter.

  • The PSI policy provides cover against loss, as defined in the policy, due to an Adverse Matter to the level of £2 million.

  • For purposes hereof "material" means (i) as to each Alleged Adverse Matter a value or effect net to Seller's interest in the Properties greater than Twenty-Five Thousand Dollars (US $25,000) and (ii) as to all Alleged Adverse Matters a value or effect net to Seller's interest in the Properties greater than Two Hundred Fifty Thousand Dollars (US $250,000) in the aggregate.

  • In the event of damage not covered by insurance, the amount of such damage shall be treated as an Adverse Matter pursuant to Section 3.2.

  • In the event that Acquiror elects item (iii) in the preceding sentence, Contributor shall elect, by written notice to Acquiror, within five (5) Business Days thereafter, either (x) to agree to cure the Non-Curable Adverse Matter in a manner proposed in such notice or to accept a reduction in the Net Contribution Consideration by an amount proposed in such notice, or (y) to terminate this Agreement.


More Definitions of Adverse Matter

Adverse Matter means in relation to any change in the ESCO Works or any terms contained in the Planning Permissions, or an Authorisation relating to the ESCO Works or any other agreement with a third party which would or may materially:- (a) alter the location of the Energy Centre Plant Rooms or the Primary Distribution Network; (c) unreasonably delay the Date of Practical Completion of the Energy Centre Plant Room Works or the ESCO Works; (d) affect the capital value, lettability or marketability of the Development; (e) restrict the use of the Energy Centre Plant Rooms from its required or permitted use or uses; (f) impact on the requirements of the Energy Strategy; or (g) impact on ESCO’s ability to comply with limbs (b) – (h) of paragraph 6.1.2
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Related to Adverse Matter

  • Adverse action means a home or remote state action.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

  • Adverse system impact means a negative effect that compromises the safety or reliability of the electric distribution system or materially affects the quality of electric service provided by the electric distribution company (EDC) to other customers.

  • Adverse decision means a utilization review determination by the utilization review entity that a