Prohibited Effect definition

Prohibited Effect means the effect or consequence (in each case either immediately or following any notice, demand, hearing, proceeding, determination or other action by any Governmental Entity) (a) of making the continued ownership by the Liberty Parties or any of them of any TW Securities then owned by the Liberty Parties or any of them illegal under any Specified Law or (b) of imposing or resulting in the imposition under any Specified Law on the Liberty Parties or any of them of damages or penalties by reason of or as a result of such continued ownership or (c) of requiring the divestiture of, or resulting in the requirement to divest, any of such TW Securities by any Liberty Party under any Specified Law, or (d) of requiring, or resulting in the requirement, under any Specified Law that any Liberty Party discontinue any business or divest of any business or assets or that any license that such Liberty Party holds or is required to hold under the Communications Laws be modified in any significant respect or not be renewed as a result of such continued ownership.
Sample 1Sample 2Sample 3
Prohibited Effect means: (i) a material adverse change in or effect with respect to the business, revenues, results of operations, properties, or financial condition of the Company and its Subsidiaries, taken as a whole, other than any change or effect resulting from or attributable to (A) the announcement or pendency of this Agreement or the Transactions, (B) any decrease in the market price of the Common Stock (but not any change or effect underlying such decrease to the extent that it would otherwise constitute a Prohibited Effect), (C) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company or its Subsidiaries operate (including legal and regulatory changes), or (D) general economic conditions or changes, effects, conditions or circumstances affecting the securities markets generally, including any change in general economic conditions due to any act or war, terrorism, or threat of war or terrorism; or (ii) notice from a Major Supplier after the date of this Agreement that it intends to materially alter its relationship with the Company or any of its Subsidiaries in a manner that would be materially adverse to the Company's business taken as a whole other than any such notice arising directly from a request to amend or delete provisions of Contracts designated as Vendor Excluded Indebtedness pursuant to Section 7.6.
Sample 1Sample 2
Prohibited Effect has the meaning set forth for the term "Lender Prohibited Effect" in the Intercreditor Agreement.
Sample 1Sample 2

Examples of Prohibited Effect in a sentence

  • Notwithstanding anything in this Agreement to the contrary, no Stockholder shall be required to consent to any Prohibited Effect that is unacceptable to such Stockholder in its reasonable judgment.

  • Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in the states in which the ownership of its properties or the conduct of its business requires such qualification, except where the failure to so qualify, individually or in the aggregate, would not reasonably be expected to have a Prohibited Effect.

  • Amend, waive or modify any Transaction Document (or permit any Transaction Document to be amended, waived or modified) if such amendment, waiver or modification would give rise to a Prohibited Effect.

Related to Prohibited Effect

  • Prohibited Items means any items which we or any Authorised Person deem to be dangerous or inappropriate including (without limitation) those items specified in sub-paragraphs 27(b)(c) and (d) of these Conditions and any further items listed at www.snowbombing.com from time to time;

  • Prohibited Waste means prohibited waste as defined in Schedule "A" to this bylaw.

  • Prohibited Act means: to directly or indirectly offer, promise or give any person working for or engaged by the Customer and/or the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; or committing any offence: under the Bribery Act 2010; or under legislation creating offences concerning Fraud; or at common law concerning Fraud; or committing or attempting or conspiring to commit Fraud;

  • ERISA Prohibited Holder means an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or investing the assets of such a Plan.

  • Prohibited Party As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

  • Prohibited Person means any Person:

  • Prohibited Transactions means a personal securities transaction prohibited by this Code.

  • Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Prohibited Investment means Property (other than prescribed excluded Property as that term is defined in the Tax Act) that is:

  • Prohibited Persons As defined in Section 39.1.

  • prohibited goods means goods which have been or are being, dealt with in contravention of any prohibition specified in regulation 57(2)(a) to (e);

  • Prohibited Business shall be defined as any business and any branch, office or operation thereof, which is a primary competitor of the Company with respect to the Business wherever the Company does business, in North America or abroad.

  • Prohibited Content means any content on any advertising media that:

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Prohibited Materials means materials, goods or equipment which incorporates substances which are generally known at the time of specification to be deleterious to health and safety or the durability or integrity of the completed Development or any part of it in the particular circumstances in which they are to be used and/or which by their nature or application contravene any British Standards or Codes of Practice or European Union equivalent current at the date of specification or use;

  • Prohibited Area means North America, South America and the European Union, which Prohibited Area the parties have agreed to as a result of the fact that those are the geographic areas in which the members of the Parent Group conduct a preponderance of their business and in which the Executive provides substantive services to the benefit of the Parent Group.

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Prohibited conduct means bullying or cyberbullying as defined in this policy or retaliation or reprisal for asserting, alleging, reporting, or providing information about such conduct or knowingly making a false report about bullying.

  • 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.

  • Prohibited Period means the period during which Executive is employed by the Company hereunder and a period of two years following the end of Executive’s employment with the Company.

  • Prohibited Transferee means any Person who is a: