Surviving Corporation Material Adverse Effect definition

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Surviving Corporation Material Adverse Effect means a Material Adverse Effect in respect of the Surviving Corporation.

Examples of Surviving Corporation Material Adverse Effect in a sentence

All Consents of any Governmental Authority required for the consummation of the Merger and the transactions contemplated by this Agreement shall have been obtained by Final Order (as hereafter defined), except as may be waived by Bowm▇▇ ▇▇▇ EDI or those Consents the failure of which to obtain could not reasonably be expected to have a Surviving Corporation Material Adverse Effect (as defined below).
The term "Restrictive Provision" shall mean any prohibition, limitation or other requirements that could reasonably be expected to have a Surviving Corporation Material Adverse Effect.
There shall not have occurred after the date hereof any Event that has or reasonably could be expected to have a Bowm▇▇ ▇▇▇erial Adverse Effect or a Surviving Corporation Material Adverse Effect.
A Material Adverse Effect on the Company, the Buyer or the Surviving Corporation is referred to as a "Company Material Adverse Effect," a "Buyer Material Adverse Effect" or a "Surviving Corporation Material Adverse Effect," as applicable.
The term "Surviving Corporation Material Adverse Effect" means, when used in connection with the Surviving Corporation, any change, effect, event, occurrence, condition or development that is materially adverse to the business, assets, liabilities, properties, results of operations or financial condition of the Surviving Corporation and its Subsidiaries, taken as a whole.
Since the date of this Agreement, no law, regulation, ruling, order or decree (or new interpretation of any of the foregoing) affecting GPU or any of its Subsidiaries shall have been adopted, amended or issued that, individually or in the aggregate, would have a Surviving Corporation Material Adverse Effect.
Any required Consents of any person to the Merger or the transactions contemplated hereby shall have been obtained and be in full force and effect, except for those the failure of which to obtain will not have a material adverse effect on the business, assets, condition (financial or otherwise), liabilities or the results of operations of the Surviving Corporation and its subsidiaries taken as a whole ("Surviving Corporation Material Adverse Effect") or a Purchaser Material Adverse Effect.
Each of the Big Stuff Benefit Plans has been maintained in compliance with its terms and all applicable Law, except where the failure to do so would not result in a Big Stuff Material Adverse Effect or a Surviving Corporation Material Adverse Effect.
There shall have not occurred after the date hereof any Event that has or reasonably could be expected to have an EDI Material Adverse Effect or a Surviving Corporation Material Adverse Effect.
There shall not have occurred after the date hereof any event that would be reasonably likely to have a Company Material Adverse Effect or a Surviving Corporation Material Adverse Effect.

More Definitions of Surviving Corporation Material Adverse Effect

Surviving Corporation Material Adverse Effect. Section 7.06(f) "Takeover Proposal" Section 6.05(c) "Target Party" Section 9.05(b)(i)(C) "Task Force" Section 7.20(a) "Tax", "Taxable", "Taxes", "Taxing" Section 3.11(g) "Tax Ratio" Section 2.01(l) "TE" Section 6.01 "to the knowledge of the executive officers" Section 10.04(d) "Violation" Section 3.04 "Voting Debt" Section 3.02(a) "wholly owned Subsidiary" Section 3.18(b) TABLE OF CONTENTS

Surviving Corporation Material Adverse Effect means a material --------------------------------------------- adverse change in or effect on the business, operations, Assets, financial condition or results of operations of the Surviving Corporation and its Subsidiaries taken as a whole, provided that a Surviving Corporation Material Adverse Effect shall exclude any change or effect due to (i) United States or global economic conditions or financial markets in general, (ii) changes in the international, national, regional or local wholesale or retail markets for natural gas, liquid hydrocarbons or electricity and (iii) rules, regulations or decisions of the FERC affecting the interstate natural gas transmission industry as a whole or the wholesale sale and transmission of electric power as a whole.

Surviving Corporation Material Adverse Effect means a material

Surviving Corporation Material Adverse Effect has the meaning set forth in Section 6.03(a);

Surviving Corporation Material Adverse Effect means, when used in connection with the Surviving Corporation, any change, effect, event, occurrence, condition or development that is or is reasonably likely to be materially adverse to (i) the business, assets, liabilities, properties, results of operations, prospects or condition (financial or otherwise) of the Surviving Corporation or its Subsidiaries, taken as a whole or (ii) the ability of the Surviving Corporation to perform its obligations under this Agreement, and in each case shall include any change, effect, event, occurrence, condition or development that had or is reasonably likely to have a dollar impact on the Surviving Corporation in excess of $300,000; provided, that Surviving Corporation Material Adverse Effect shall not include any change, effect, event, occurrence, condition or development relating to the announcement of this Agreement or the Surviving Corporation's performance of its obligations under this Agreement.