Material Adverse Effect Defined. For purposes of this Agreement, the capitalized term “Material Adverse Effect” means, with respect to either party to this Agreement, any material adverse change in, or material adverse effect on, the business, financial condition or continuing operations of such party (which, for the purposes of this section 9.15, includes all subsidiaries of the party, taken as a whole); provided, however, that the effects of changes that are generally applicable to (i) the industries and markets in which the party operates, (ii) the United States economy or (iii) the United States securities markets shall be excluded from the determination of Material Adverse Effect; and provided, further, however, that any change or effect resulting from (A) the execution of this Agreement, the announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement (including any cancellation of or delays in customer orders or work for clients, any reductions in sales, any disruption in licensor, vendor, partner or similar relationships or any loss of employees), (B) natural disasters, acts of war, terrorism or sabotage, military actions or the escalation thereof or other force majeure events, (C) changes in US GAAP, changes in the interpretation of US GAAP or changes in the accounting rules and regulations of the SEC, (D) any other action required by law, contemplated by this Agreement or taken at the request of the other party, (E) any litigation brought or threatened by equity owners of the party asserting allegations of breach of fiduciary duty relating to this Agreement or violations of applicable securities laws in connection with this Agreement, (F) any changes in applicable law, (G) any action required to comply with the rules and regulations of the SEC or the SEC comment process, (H) if CSC was the party, in and of itself, any decrease in the market price or trading volume of CSC Common Stock or (I) if CSC was the party, in and of itself, any failure by CSC to meet any projections, forecasts or revenue or earnings predictions, or any predictions or expectations of any securities analysts, shall also be excluded from the determination of Material Adverse Effect.
Material Adverse Effect Defined. For the purposes of this Article XIV, and without prejudice to the representations and warranties given by Vendor in terms of Article VIII hereof, the term "MATERIAL ADVERSE EFFECT" shall have the meanings ascribed to it hereunder, and each such event shall constitute an "MAE EVENT":
Material Adverse Effect Defined. As used in this Agreement, (a) the term "Material Adverse Effect" means, with respect to SCC or Coxxxx, as the case may be, a material adverse effect on the business, assets, operations or
Material Adverse Effect Defined. “Material Adverse Effect” shall mean any event, change or circumstance (or series of events, changes or circumstances) that have, or would reasonably be expected to have, a material adverse effect on the financial condition, results of operations, assets, properties, prospects or business of the Commercial Services Business taken as a whole (other than any event or condition (a) resulting from general, regulatory, social, political or economic or financial market conditions or changes, including (i) earthquakes, tornadoes, acts of war, pandemic, sabotage or terrorism, military actions or the escalation thereof, (ii) any disruption or material change in securities or commodities markets, (iii) any change in U.S. GAAP, or (iv) any change in Law, rule, regulations, orders, treaties, or other binding directive issued by a Governmental or Regulatory Authority, (b) affecting any segment of the industry generally in which the Commercial Services Business operates (including any change in Laws or accounting rules or in the authoritative interpretations thereof or in regulatory or interpretative guidance related thereto), (c) arising out of the Transaction or the public announcement thereof, or (d) caused by the Purchaser or resulting from any action taken by the Seller with the written consent and approval of the Purchaser.
Material Adverse Effect Defined. As used in this Agreement, the term “Material Adverse Effect” means, with respect to any party to this Agreement, a material adverse effect on (i) the business, operations, results of operations, financial condition or prospects of such party and its subsidiaries taken as a whole, or (ii) the ability of a party to timely consummate the transactions contemplated hereby; provided, however, that with respect to clause (i) the following shall not be deemed to have a Material Adverse Effect: any change or event caused by or resulting from (I) changes in prevailing interest rates, currency exchange rates or other economic or monetary conditions in the United States or elsewhere, (II) changes in United States or foreign securities markets, including changes in price levels or trading volumes, (III) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to Buyer BHC or Bank or their respective subsidiaries, as the case may be, (IV) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (V) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any governmental entity, (VI) actions or omissions of Buyer BHC and Buyer Bank on the one hand and/or the Bank on the other taken with the prior written consent of the other or required hereunder, (VII) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (VIII) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the trading prices of a party’s capital stock, by itself, be considered material or constitute a Material Adverse Effect.
