Burdensome Action definition

Burdensome Action has the meaning set forth in Section 4.3.
Sample 1Sample 2Sample 3
Burdensome Action means (a) any action that involves divesting, holding separate or otherwise transferring control over any nuclear or hydroelectric or pumped-storage generation assets of Parent, the Company or any of their respective Subsidiaries or Affiliates unless otherwise agreed by the Chief Executive Officers of each of Parent and the Company or (b) any action (including, as applicable, any action that involves divesting, holding separate or otherwise transferring control over base-load capacity), without including those actions that are proposed by the parties’ mutually agreed-upon analysis of the mitigation sufficient to address the increased market concentration resulting from the Merger set forth in the “Appendix A” analysis to be filed by the parties as part of their application under Section 203 of the FPA with FERC and the concessions announced by the Company and Parent in the press release announcing the execution of this Agreement, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent or the Company. The parties agree that the actions set forth in such “Appendix A” analysis and the concessions announced by the Company and Parent in the press release announcing the execution of this Agreement are not in and of themselves a Burdensome Action.
Sample 1Sample 2Sample 3
Burdensome Action means any action that (i) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent after giving effect to the Merger or (ii) involves (A) divesting or holding separate any nuclear generation assets of Parent, the Company or any of their respective Subsidiaries or Affiliates unless otherwise agreed by the Chief Executive Officers of each of Parent and the Company, (B) implementing any auction or other process to transfer control over an amount of nuclear base-load capacity materially in excess of that amount of nuclear base-load capacity that is proposed by the parties’ mutually agreed upon analysis of the mitigation sufficient to address the increased market concentration resulting from the Merger as set forth in the “Appendix A” analysis to be filed at FERC for base-load capacity or (C) divesting or holding separate an amount of peaking or mid-merit generation assets or capacity of Parent, the Company or any of their respective Subsidiaries or Affiliates materially in excess of that amount of peaking and mid-merit assets or capacity that is proposed by the parties’ mutually agreed upon analysis of the mitigation sufficient to address the increased market concentration resulting from the Merger as set forth in the “Appendix A” analysis to be filed at FERC for peaking and mid-merit capacity.
Sample 1Sample 2

Examples of Burdensome Action in a sentence

  • No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect that, individually or in the aggregate requires a Burdensome Action (a “Burdensome Condition”).

  • None of the Antitrust Approvals, the FDI Approvals, the Gaming Approvals, the Financial Services Approvals or any other Governmental Order relating to the Contemplated Transactions shall, individually or in the aggregate, impose or reasonably be expected to require a Remainco Burdensome Action.

  • None of the Antitrust Approvals, the FDI Approvals, the Gaming Approvals, the Financial Services Approvals or any other Governmental Order relating to the Contemplated Transactions shall, individually or in the aggregate, impose or reasonably be expected to impose a Burdensome Condition or require a Remainco Burdensome Action.

  • A court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect that, individually or in the aggregate (i) requires a Burdensome Action or (ii) has or could reasonably be expected to materially diminish the expected benefits of the Merger to Parent and its Subsidiaries (collectively, a “Burdensome Condition”).

  • No court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect that, individually or in the aggregate requires a Burdensome Action (collectively, a “Burdensome Condition”).

  • At the request of Buyer, Merger Partner and Remainco shall, and shall cause their respective Subsidiaries to, enter into one or more agreements prior to the Closing with respect to any Remedial Action (other than any Remainco Burdensome Action) or Buyer Extraordinary Action with respect to the members of the Merger Partner Group or the Spinco Business (but not the Remainco Retained Business), as applicable; provided that such agreements are conditioned upon the Closing.

  • No Order arising under any Antitrust Law (whether temporary, preliminary or permanent), and no Antitrust Law, shall have been issued, enacted, rendered, promulgated, enforced, formally deemed applicable or formally asserted by any Governmental Entity of competent jurisdiction that will expressly impose a Burdensome Action in connection with the consummation of the Transaction.


More Definitions of Burdensome Action

Burdensome Action means any action that (i) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent after giving effect to the Merger or (ii) involves (A) divesting or holding separate any nuclear generation assets of Parent, the Company or any of their respective Subsidiaries or Affiliates unless otherwise agreed by the Chief Executive Officers of each of Parent and the Company, (B) implementing any auction or other process to transfer control over an amount of nuclear base-load capacity materially in excess of that amount of nuclear base-load capacity that is proposed by the parties’ mutually agreed upon analysis of the mitigation sufficient to address the increased market concentration resulting from the Merger as set forth in the “Appendix A” analysis to be filed at FERC for base-load capacity or (C) divesting or holding separate an amount of peaking or mid-merit generation assets or capacity of Parent, the Company or any of their respective Subsidiaries or Affiliates
Sample 1Sample 2
Burdensome Action has the meaning set forth in Section 8.2(e).
Sample 1
Burdensome Action means any action that involves divesting, holding separate, leasing or otherwise transferring control over any containerboard xxxxx of Parent or the Company or their respective Subsidiaries, excluding the Company’s mill at Wallula, WA, whether effected through a sale, lease or transfer of assets or securities, or otherwise.
Sample 1
Burdensome Action means (a) any action that involves divesting, holding separate or otherwise transferring control over any nuclear or hydroelectric or pumped-storage generation assets of Parent, the Company or any of their respective Subsidiaries or Affiliates unless otherwise agreed by the Chief Executive Officers of each of Parent and the Company or
Sample 1
Burdensome Action is defined in Section 10.04(b).
Sample 1
Burdensome Action means: (A) the sale, license, divestiture or disposition of, or holding separate of, any product lines, assets or businesses of Adobe or Omniture or their respective affiliates or (B) any restrictions or actions that after the date of the closing of the Merger would limit Adobe's or its subsidiaries' (including Omniture, as the Surviving Corporation, and its subsidiaries') ownership, operation of or freedom of action with respect to, or its ability to retain, one or more of its or its subsidiaries' (including Omniture's) businesses, product lines or assets. "Reasonable best efforts" also will not require either Adobe or the Purchaser, on the one hand, or Omniture, on the other hand, or their respective subsidiaries, to pay any consideration to obtain a consent or suffer any loss, surrender any right or incur any obligation in connection with applying such efforts. Adobe and Omniture will have the right to review in advance, and, to the extent practicable and subject to applicable laws relating to the exchange of information, each will consult the other on all the information relating to Adobe and Omniture and any of their subsidiaries which is required to complete, any filing made with, or written materials submitted to, any third party or any governmental authority in connection with the transactions contemplated by the Merger Agreement. Adobe, the Purchaser and Omniture will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by the Merger Agreement, and Adobe, the Purchaser and Omniture will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Adobe and Omniture will promptly advise each other of any communication or contact from any governmental authority or third party whose consent or approval is required for consummation of the transactions contemplated by the Merger Agreement, and, to the extent practicable, Adobe and Omniture will allow for each other's participation, where appropriate, in any substantive meeting or discussion with any governmental authority in connection with any filing or investigation concerning the Merger Agreement or the transactions contemplated by the Merger Agreement, promptly furnish the other party with copies of all correspondence, filings, and written communications between them and their ...
Sample 1

Related to Burdensome Action

  • Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • Adverse action means a home or remote state action.

  • Corporate Action means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.

  • Material Consents as defined in Section 7.3.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Environmental Approval means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

  • Affirmative Action Plan means the Affirmative Action Plan for school and classroom practices adopted by the Board.

  • Material Action means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Environmental Approvals means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

  • Organic Documents with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

  • Prohibited Action means an action of the Client as defined under paragraph 10.1 of this Client Agreement. A Prohibited Action constitutes an event of Default giving the Company the right to take action under paragraph 14.2 of this Client Agreement.

  • Derivative Action means any Action brought by or in the right of the Corporation and/or an Affiliate.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Affirmative action means action appropriate to overcome the effects of past or present practices, policies, or other barriers to equal employment opportunity.

  • Regulatory Action means an administrative or regulatory enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, or consent decree, issued by the FDA.

  • Organizational Action means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action), or other similar official action, as applicable, taken by such entity.

  • Material Litigation means any litigation that, according to

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.

  • Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

  • Tort action means a civil action for damages for injury, death, or loss to person or property other than a civil action for damages for a breach of contract or another agreement between persons or government entities.

  • Required Consent has the meaning set forth in Section 4.4.