Adverse Regulatory Condition definition

Adverse Regulatory Condition has the meaning given in Section 5;
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Adverse Regulatory Condition has the meaning set forth in Section 8.1(e).
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Adverse Regulatory Condition means an obligation imposed by the FCC or the RCA on Parent and/or the Company in connection with or as a condition to approval of the Combination (a) to sell, divest, lease, license, transfer, dispose of or otherwise Encumber any of the assets, licenses, operations, rights, product lines, businesses or interest therein of GCI Holdings, LLC and its Subsidiaries, (b) that restricts or otherwise impairs from and after the Effective Time the ability of Parent or its Subsidiaries (including the Company and its Subsidiaries) to own or operate, any assets, licenses, operations, rights, product lines, businesses or interests therein of GCI Holdings, LLC and its Subsidiaries or (c) that from and after the Effective Date restricts Parent and its Subsidiaries from exercising full ownership rights with respect to the stock of the Surviving Corporation or Surviving Company, that, in each case, would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of GCI Holdings, LLC and its Subsidiaries, taken as a whole.
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Examples of Adverse Regulatory Condition in a sentence

  • All Regulatory Approvals that have been made or obtained shall have been made or obtained (as the case may be) without the imposition, individually or in the aggregate, of any Adverse Regulatory Condition, other than any Adverse Regulatory Condition agreed to specifically in writing by Parent in connection with the Merger and the other transactions contemplated by this Agreement, it being understood that no Order of a Governmental Entity shall be deemed to constitute such a writing.

  • Parent shall promptly notify the Company if Parent considers any Regulatory Condition or Requirement (as defined in Section 6.01) to be in Parent's reasonable business judgement adverse to the best interests of the combined entities (an "Adverse Regulatory Condition Notice").

  • Seller shall, and shall cause the Target Entities to, promptly inform Buyer of any Material Adverse Effect, Material Adverse Change or Adverse Regulatory Condition of which Seller has Knowledge.

  • The Final Orders described in Section 6.1(f) and 6.1(g) shall have been obtained and shall not require the imposition of any Adverse Regulatory Condition which Parent reasonably determines not to waive or accept.

  • Respironics shall promptly notify Healthdyne if Respironics considers any Regulatory Condition or Requirement to be in Respironics' reasonable business judgment materially adverse to the best interests of the combined entities (an "Adverse Regulatory Condition Notice").

  • The FCC Consent shall have become a Final Order without the imposition of any Adverse Regulatory Condition.

  • The FCC Consent shall have been obtained and become a Final Order, in each case, without the imposition of any Adverse Regulatory Condition.

  • There shall not be any suit, action, claim, proceeding or investigation instituted with respect to the Transactions or against any Party or Target Entity, by any private or governmental litigant which, after taking into account applicable insurance coverage of Seller, reasonably could be expected to result in a Material Adverse Change or an Adverse Regulatory Condition.


More Definitions of Adverse Regulatory Condition

Adverse Regulatory Condition is defined in Section ‎7.4(b).
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Adverse Regulatory Condition means any term or condition that (i) would materially impede Purchaser from operating the Schools in the same manner and to the full extent that they are currently being operated by Seller, (ii) would materially impede Purchaser's ability to carry out its plans for the operation of the Schools following the Closing as set forth on Schedule 1.1(a), or (iii) for the Educational Agency imposing the term or condition, is not customary in the context of a transaction that constitutes a change of ownership or control.
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Adverse Regulatory Condition means any prohibition, limitation or restraint on CombinatoRx’s ability to (i) own, control, direct, manage, or operate or to retain or change any portion of the assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Neuromed Entities from and after the Effective Time or any of the assets, licenses, operations, rights, product lines, businesses or interest therein of CombinatoRx or its Subsidiaries, including, in each case, without limitation, by requiring any sale, divestiture, transfer, license, lease, disposition of or encumbrance or hold separate arrangement with respect to any such assets, licenses, operations, rights, product lines, businesses or interest therein or (ii) vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation.
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Adverse Regulatory Condition means a material adverse effect on (a) the Company and its Subsidiaries, taken as a whole, (b) Parent and its Subsidiaries, taken as a whole, or (c) the aggregate expected benefits to be derived by Parent and its Subsidiaries (on a combined basis with the Company and its Subsidiaries) as a result of the transactions contemplated by this Agreement. Table of Contents
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Adverse Regulatory Condition means any term or condition that would materially impede Purchaser from operating the System or any School in the same manner that it is currently being operated by Seller, or that is not customary in the context of a transaction that constitutes a change in ownership or control; provided, however, that an Adverse Regulatory Condition shall exclude any term or condition imposed if the responsible Educational Agency cites as the basis for the term or condition facts or circumstances attributable predominantly to Purchaser.
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Related to Adverse Regulatory Condition

  • Regulatory Conditions means the conditions set out in paragraphs 3.3 to 3.5 (inclusive) of Part A of Appendix I to the Announcement;

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • 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 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.

  • Serious health condition means an illness, injury, impairment, or physical or mental condition that involves:

  • Regulatory Capital Requirements means any applicable capital resources requirement or applicable overall financial adequacy rule required by the Relevant Regulator, as such requirements or rule are in force from time to time;

  • Adverse action means a home or remote state action.

  • Adverse Event means any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product and that does not necessarily have a causal relationship with the treatment. An adverse event can therefore be any unfavourable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with the use of a medicinal product, whether or not related to the medicinal product.

  • Obstetric condition means a condition that is listed under Group T4 (Obstetrics) in the Medicare Benefits Schedule.

  • Emergency Condition means a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the NYISO or Connecting Transmission Owner, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the New York State Transmission System or Distribution System, the Connecting Transmission Owner’s Interconnection Facilities or the electric systems of others to which the New York State Transmission System or Distribution System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the NYISO or Connecting Transmission Owner may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The NYISO or Connecting Transmission Owner shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer’s operation of the Small Generating Facility. The Interconnection Customer shall notify the NYISO and Connecting Transmission Owner promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the New York State Transmission System or Distribution System or any Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of each Party’s facilities and operations, its anticipated duration, and the necessary corrective action.