Clearwire Material Adverse Effect definition

Clearwire Material Adverse Effect means a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Clearwire, taken as a whole, other than changes affecting the broadband wireless business generally.
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Clearwire Material Adverse Effect means any state of facts, change, event, effect or occurrence (when taken together with all other states of fact, changes, events, effects or occurrences) that is or would be reasonably likely to be materially adverse to (a) the condition (financial or otherwise), business, assets or liabilities of Clearwire and its Subsidiaries taken as a whole, or (b) the ability of Clearwire and NewCo to consummate any of the Transactions. However, none of the following, either alone or in combination, will constitute or be taken into account in determining whether there has been a Clearwire Material Adverse Effect for purposes of clause (a): (i) any change in the market price of the Capital Stock of Clearwire after the date of this Agreement (except this clause (i) does not exclude any underlying circumstance, change, event, fact, development or effect that may have caused that change in market price), (ii) changes, circumstances or conditions generally affecting any industry in which Clearwire or any of its Subsidiaries participate and not having a materially disproportionate effect on Clearwire and its Subsidiaries, as compared to other companies in its industry, (iii) changes generally affecting United States or global economic conditions or financial, banking or securities markets, (iv) the suspension of trading in or the delisting of Clearwire’s securities on the Nasdaq Stock Market or any other national securities exchange or other trading market, (except this clause (iv) does not exclude any underlying circumstances, change, event, fact, development or effect that may have caused the suspension or delisting), (v) changes resulting from a change in any applicable law, rule or regulation or GAAP or official interpretation thereof or other accounting requirement or principle and not having a materially disproportionate effect on Clearwire and its Subsidiaries as compared to other companies in its industry, (vi) changes resulting from any act of God; (vii) changes resulting from any act of war or terrorism (or any escalation thereof) or any national or international political or social event or condition, including the engagement by the United States in hostilities or the expansion of hostilities ongoing on the date of this Agreement, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon an...
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Examples of Clearwire Material Adverse Effect in a sentence

  • Clearwire is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing does not have and would not reasonably be expected to have a Clearwire Material Adverse Effect.

  • For purposes of the above, the amount of Damages in respect of any breach of a representation or warranty shall be determined without regard to any limitation or qualification as to materiality, Licensee(s) Material Adverse Effect, Clearwire Material Adverse Effect, knowledge or similar language set forth in such representation or warranty.

  • Subject to the Bankruptcy Exception, all Specified Clearwire Contracts are in full force and effect and are legal, valid, binding and enforceable in accordance with their respective terms with respect to Clearwire and its Subsidiaries and, to the Knowledge of Clearwire, each other party to the Specified Clearwire Contracts, in each case except as would not be reasonably likely to result in a Clearwire Material Adverse Effect.

  • Clearwire owns or possesses all of the Governmental Licenses (other than the Clearwire Licenses) that are necessary to enable it to carry on the business that relates to the Clearwire Assets except where the failure to so possess would not reasonably be expected to result in a Clearwire Material Adverse Effect.

  • All Governmental Licenses owned or possessed by Clearwire (other than the Clearwire Licenses) are valid, binding, and in full force and effect, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

  • Immediately prior to the Closing, each of NewCo, NewCo LLC and Clearwire Sub LLC will be duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

  • Except as required by Law, neither Clearwire nor any of its Subsidiaries has any liability in an amount that would reasonably be expected to have a Clearwire Material Adverse Effect to provide life insurance or medical or other employee welfare benefits to any employee or former employee on his retirement or termination of employment.

  • Clearwire and each of its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.

  • Neither any Clearwire Benefit Plan, nor Clearwire nor any Subsidiary of Clearwire has incurred or will incur any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or a comparable foreign Law that is reasonably expected to have a Clearwire Material Adverse Effect.

  • Those organizational documents are in full force and effect, and neither Clearwire nor any Subsidiary of Clearwire is in violation of any provision of its respective organizational documents, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect.