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)
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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.
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Prohibited Effect has the meaning set forth for the term "Lender Prohibited Effect" in the Intercreditor Agreement.
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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.

  • Neither the Company or any of its Subsidiaries nor, to the Company's Knowledge, any other party thereto is in default under any of the Leases (and no event has occurred which, with due notice or lapse of time or both, would constitute such a default), except for such defaults which, individually or in the aggregate, would not reasonably be expected to have a Prohibited Effect.

  • 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.

  • Removal or Detachment of Improvement Subject to Claim.-- (a) Removal Prohibited; Effect.

  • If such notice is received by TW Parent prior to the taking of the referenced Action, then either TW Parent and its Controlled Affiliates shall not take such Action or if the Action is taken and a Prohibited Effect described in Section 4.3(a) occurs, TW Parent shall be obligated to compensate the Liberty Parties pursuant to this Section 4.3.

  • Procedural Motion Form Mover/Seconder When Motion Prohibited Effect if Carried Effect if Lost Debate Permitted ona Motion 1.

  • Following the giving of such notice, LMC Parent shall at TW Parent's request consult with TW Parent as to such Prohibited Effect and its causes and discuss in good faith the actions that either party might take to avoid or cure such 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 “D” to this Bylaw.

  • Prohibited Act the following constitute Prohibited Acts:

  • Prohibited source means any person or entity who:

  • ERISA Prohibited Holder As defined in Section 5.02(d).

  • 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 article means an article the introduction or removal of which into or out of a prison is prohibited by any rule under this Act.

  • Prohibited Person means any Person:

  • Prohibited Transactions is defined in ERISA Section 406 and Code Section 4975.

  • Prohibited Transaction has the meaning set forth in ERISA Section 406 and Code Section 4975.

  • Prohibited Software means software that incorporates or embeds software in, or uses software in connection with, as part of, bundled with, or alongside any (1) open source, publicly available, or "free" software, library or documentation, or (2) software that is licensed under a Prohibited License, or (3) software provided under a license that

  • 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 89(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 any products, substances or materials, or any combination of them which at the time of specification:

  • 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 of the Persons listed on Schedule I attached to this Agreement.