Unacceptable Condition definition

Unacceptable Condition has the meaning set forth in Section 2.3.2(i).

Unacceptable Condition means any condition, term, commitment, sanction, undertaking, concession or requirement, including a divestiture, rate credit, rate change, operational investment, financial payment, governance requirement, subsidiary board of director change, audit, independent monitor, dividend restriction or limitation, or any ringfencing or financial protection condition, which, individually or in the aggregate, in the opinion of the Company or the Icahn Group, in each case acting reasonably and in good faith, would cause an effect that is more than de minimis on the Company, any of its subsidiaries or affiliates, or any member of the Icahn Group. In the event that any Regulatory Authority shall require the termination of one or more Icahn Designee (or any Replacement Designee) as a director of the Company, (x) each of the Company and the Icahn Group shall cooperate pursuant to Section 1(a)(vii) below to obtain all necessary Regulatory Approvals to permit such Icahn Designee(s) to promptly rejoin the Board and (y) in the interim, the Company shall appoint to the Board, in replacement of each such Icahn Designee, an independent director who is not affiliated with the Icahn Group and who is reasonably acceptable to both the Icahn Group and the Company, and who shall resign from the Board promptly upon such time, if any, that such Icahn Designee is permitted to rejoin the Board.

Unacceptable Condition shall have the meaning set forth in Section 9.1(a).

Examples of Unacceptable Condition in a sentence

• If Purchaser delivers a Notice of Unacceptable Condition to Seller prior to the expiration of the Inspection Period, Seller shall have the right (without any obligation to do so) to cure or attempt to cure the Unacceptable Condition(s) referenced in Purchaser’s Notice of Unacceptable Condition to Purchaser’s reasonable satisfaction within ten (10) days after Purchaser’s delivery of the Notice of Unacceptable Condition.

• If Purchaser fails to either (i) terminate this Agreement by delivering written notice of termination to Seller prior the expiration of the Inspection Period or (ii) notify Seller of any Unacceptable Condition(s) by delivering a Notice of Unacceptable Condition referencing such Unacceptable Conditions to Seller by the expiration of the Inspection Period, Purchaser’s right to terminate this Agreement pursuant to this Section 5.2 shall be deemed cancelled.

• No Governmental Entity of competent jurisdiction shall have issued or entered any Order after the date of this Agreement, and no Applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that (whether temporary or permanent) is then in effect and has the effect of (i) enjoining or otherwise prohibiting the consummation of the Separation, either Distribution, or the Merger or (ii) resulting, individually or in the aggregate, in an Unacceptable Condition.

• Any authorization or consent from a Governmental Entity required to be obtained with respect to the Merger under any Antitrust Law as set forth on Section 7.1(c) of the UTC Disclosure Letter shall have been obtained and shall remain in full force and effect, in each case without the imposition, individually or in the aggregate, of an Unacceptable Condition.

• Any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger shall have expired or early termination thereof shall have been granted without the imposition, individually or in the aggregate, of an Unacceptable Condition.

More Definitions of Unacceptable Condition

Unacceptable Condition shall have the meaning set forth in Section 5.1(d).

Unacceptable Condition means any condition with respect to the Property that a purchaser of the Property would reasonably deem to be so unacceptable as to prevent such purchaser from purchasing the Property unless such condition was remedied prior to closing or an appropriate purchase price reduction was made available to such purchaser at closing.

Unacceptable Condition has the meaning set forth in section 3.8. Unforced Capacity or UCAP – has the meaning set forth in the NYISO Rules. Weekend – means the period of time that commences with the hour ending on Friday 2400 and ends the following Monday at hour ending 0700.

Unacceptable Condition means any condition identified in a written inspection report prepared by an independent qualified professional that is unacceptable to the BUYER. BUYER and SELLER agree to provide all written inspection reports to all real estate licensees involved in this transaction.

Unacceptable Condition means any condition, term, commitment, sanction, undertaking, concession or requirement, including a divestiture, rate credit, rate change, operational investment, financial payment, governance requirement, subsidiary board of director change, audit, independent monitor, dividend restriction or limitation, or any ringfencing or financial protection condition, which, individually or in the aggregate, in the opinion of the Company or the Investor, in each case acting reasonably and in good faith, would cause a material and adverse effect on the Company, any of its Subsidiaries or Affiliates, or the Investor. In the event that any Regulatory Authority shall require the termination of the Investor Nominee as a director of the Company, (x) each of the Company and the Investor shall cooperate pursuant to Section 5.5(c)(iii) below to obtain all necessary Regulatory Approvals to permit such Investor Nominee to promptly rejoin the Board and (y) in the interim, the Company shall appoint to the Board, in replacement of the Investor Nominee, an independent director who is not Affiliated with the Investor and who is reasonably acceptable to both the Investor and the Company, and who shall resign from the Board promptly upon such time, if any, that such Investor Nominee is permitted to rejoin the Board.

Unacceptable Condition means the existence of any one of the following conditions but only to the extent the same is not the result of the failure of Tenant to perform its obligations as required under this Agreement: (i) The use or occupancy of the Stadium for MLB PDL games is not possible because the Stadium is in a condition such that, pursuant to the PDL Rules and Regulations, the Tenant is prohibited from playing MLB PDL games; (ii) The use or occupancy of Stadium for baseball games is not permitted under applicable Governmental Rule or is restricted in any material respect under applicable Governmental Rule, including, but not limited to, denial of access; (iii) The use or occupancy of twenty five percent (25%) or more of any of the public seating areas, or other public areas, collectively, within the Stadium is materially restricted by EDA or are unusable (and not replaced by suitable temporary accommodations); or (iv) The use or occupancy of twenty five percent (25%) or more of the food and beverage concession areas within the Stadium is materially restricted by EDA or unusable during the MLB PDL playing season.

Unacceptable Condition means a condition imposed on a Change of Use Permission or an obligation imposed by a Planning Agreement of the type listed in Part 2 of this schedule, (provided that where a party has at any time agreed in writing to accept a condition or obligation (whether with another party to this agreement or the Local Planning Authority or the Secretary of State or a third party) such a condition or obligation shall be deemed not to be an Unacceptable Condition for that party).