Subsidiary Material Adverse Effect definition

Subsidiary Material Adverse Effect has the meaning set forth in Section 3.2(a) hereof.
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Subsidiary Material Adverse Effect shall have the meaning set forth in Section 5.1(c).
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Subsidiary Material Adverse Effect means an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse effect on (i) the management team, financial position, property, business, assets or results of operations of Subsidiary, taken as a whole, or (ii) the ability of Subsidiary to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that “Subsidiary Material Adverse Effect” shall not be deemed to include the effects of (A) changes in banking and other Laws of general applicability or interpretations thereof by Governmental Authorities; (B) changes in GAAP or regulatory accounting principles generally applicable to banks and their holding companies; or (C) actions and omissions of Subsidiary taken with the prior written Consent of Parent in contemplation of the transactions contemplated hereby.
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Examples of Subsidiary Material Adverse Effect in a sentence

  • None of the Contributed Subsidiaries has received notice nor has knowledge of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 5.17 where the effect of such conflict could have a Subsidiary Material Adverse Effect.

  • No event or events shall have occurred, or shall be reasonably likely to occur, which, individually or in the aggregate, have had, or could reasonably be expected to have, a Transferred Subsidiary Material Adverse Effect.

  • There is no fact which is known to ZGNA, ZBI or the Contributed Subsidiaries and which has not been disclosed herein or otherwise by ZGNA, ZBI or the Contributed Subsidiaries to the Company which is reasonably likely to have a Subsidiary Material Adverse Effect.

  • There is no Proceeding (whether federal, state, local or foreign) pending or, to the best of ZGNA's and the Contributed Subsidiaries' knowledge, threatened against or affecting (i) any Contributed Subsidiary or any of their respective properties, assets or businesses, except for Proceedings that could not reasonably be expected to have a Subsidiary Material Adverse Effect; or (ii) the transactions contemplated hereby.

  • There shall have been no developments in the business of the Contributed Subsidiaries which in the reasonable opinion of the Company would have a Subsidiary Material Adverse Effect.

  • The Contributed Subsidiaries are in compliance with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards except to the extent that noncompliance will not have a Subsidiary Material Adverse Effect, and, since January 1, 1997, have received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such laws and regulations.

  • None of the Contributed Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any court or of any governmental agency or instrumentality (whether federal, state, local or foreign) which could reasonably be expected to have a Subsidiary Material Adverse Effect.

  • The Contributed Subsidiaries have duly filed or received extensions to filing all foreign, federal, state and local Tax returns required to have been filed by them, and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year except where the failure to file such returns or the existence of waivers of applicable statutes of limitations is not reasonably likely to have a Subsidiary Material Adverse Effect.

  • Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 8.1(b)) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Subsidiary Material Adverse Effect or a Parent Material Adverse Effect, as applicable.

  • The use of Computer System by the Telecommunication Subsidiaries (including any software modifications) has not resulted in the termination of any maintenance, service or support agreement relating to any part of the Computer System or any reduction in the services provided to the Telecommunication Subsidiaries, warranties available to the Telecommunication Subsidiaries or rights of the Telecommunication Subsidiaries thereunder which would have a Telecommunication Subsidiary Material Adverse Effect.


More Definitions of Subsidiary Material Adverse Effect

Subsidiary Material Adverse Effect or "material" qualifier contained therein except to the extent that the term "material" is used to define "Company Key Agreements and Instruments" and "Subsidiary Key Agreements and Instruments."
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Subsidiary Material Adverse Effect means, for purposes of this Agreement, any change, event or effect that is, or that would be, materially adverse to the business, operations, assets, liabilities, financial condition, results of operations or prospects of the Company’s Subsidiary.
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Subsidiary Material Adverse Effect has the meaning ascribed thereto in the definition of “Material Adverse Effect” in this Section 1.1.
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Related to Subsidiary Material Adverse Effect

  • SPAC Material Adverse Effect (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any matter set forth on, or deemed to be incorporated in, Section 1.1SMAE of the SPAC Disclosure Letter, (g) any Events that are cured by SPAC prior to the Acquisition Closing, (h) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or SPAC Warrants (provided that the underlying causes of such changes referred to in this clause (h) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (i) any worsening of the Events referred to in clauses (b), (d), (e) or (f) to the extent existing as of the date of this Agreement; provided, however, that in the case of each of clauses (b), (d) and (e), any such Event to the extent it disproportionately affects SPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to SPAC, the amount of SPAC Share Redemptions or the failure to obtain SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect;

  • Company Material Adverse Effect means any material adverse effect with respect to the Company, taken as a whole, or any change or effect that adversely, or is reasonably expected to adversely, affect the ability of the Company to maintain its current business operations or to consummate the transactions contemplated by this Agreement in any material respect.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Parent Material Adverse Effect means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair (i) the consummation by Parent or Merger Sub of any of the Transactions on a timely basis or (ii) the compliance by Parent or Merger Sub with its obligations under this Agreement.

  • Buyer Material Adverse Effect means an event, circumstance, development, change or effect that, individually or in the aggregate, has materially impaired or delayed, or is reasonably likely to materially impair or delay, the ability of the Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.