No Target Material Adverse Change Sample Clauses

No Target Material Adverse Change. After publication of this Offer Document and prior to expiry of the Acceptance Period, none of the following events shall have occurred: (a) AKASOL has notified or should have notified the Bidder that AKASOL’s cumulative order value of framework agreements and call-off agreements agreed with customers (“Order Backlog”), determined using the same methodology used to determine the Order Backlog disclosed on page 3 of AKASOL’s Half Year Financial Report 2020, has fallen below EUR 1.75 billion; (b) AKASOL has published any notification pursuant to Article 17 of the Market Abuse Regulation; or (c) circumstances have occurred that would have had to be published by AKASOL pursuant to article 17 para. 1 of the Market Abuse Regulation or where AKASOL decided to delay the publication pursuant to article 17 para. 4 of the Market Abuse Regulation, following in the case of each of clauses (b) and (c) the occurrence of any circumstance (isolated incident) which has had or could reasonably be expected to have a negative impact on AKASOL's unadjusted EBITDA for the financial year 2021 in the amount of at least EUR 15 million (together with the occurrence described in clause (a), each a “Target Material Ad hoc Obligatory Adverse Change”). AKASOL’s unadjusted EBITDA shall be determined in accordance with the same principles as applied in AKASOL’s [2019] [Note: If by publication of the offer document the financial accounts 2020 have been published, 2019 should be replaced by 2020] financial statements. Whether during the Acceptance Period a Target Material Ad hoc Obligatory Adverse Change has occurred shall be determined exclusively by an expert opinion of [● – Note: Auditor TBD by BW/BidCo following signing of BCA] as independent expert (“Independent Expert“) applying careful commercial consideration and as set out in Section 12.2. ____________________ 4 Note: Threshold TBD following section 10 announcement.
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No Target Material Adverse Change. There shall not have occurred a Company Material Adverse Effect (as defined in the Target Merger Agreement) after December 31, 2007, as reasonably determined by Holdings; provided, however, in no event shall the waiver by Holdings of a Company Material Adverse Effect as a condition to its obligation to consummate the Merger under the Target Merger Agreement prohibit Administrative Agent from determining that this condition precedent has not been satisfied due to the occurrence of such Company Material Adverse Effect.
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No Target Material Adverse Change. There shall be no Material Adverse Change in the Business or the Target Assets taken as a whole, financial or otherwise, or, to either Target's Knowledge, Target's customers, regardless of reason, including those changes that are as a result of any legislative or regulatory change, revocation of any Permits, licenses or rights to do business, failure to obtain any Permit at the normal time or in the manner applied for by Target, fire, explosion, accident, casualty, labor trouble, flood, riot, storm, condemnation or act of God or otherwise, and Target shall have delivered to Dencor a certificate, dated the Closing Date, to such effect.
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No Target Material Adverse Change. No Target Material Adverse Change occurs between the date of this Agreement and 8.00 am on the Second Court Date.
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No Target Material Adverse Change. No Target Material Adverse Change occurs or becomes apparent between the date of this agreement and 8.00am on the Meeting Date. Bidder
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No Target Material Adverse Change. Between the publication of the Offer Document and the expiration of the Acceptance Period, (1) Alpine has not published inside information pursuant to Article 17 of the MAR; and (2) no circumstances have occurred that would have had to be published by Alpine pursuant to Article 17 of the MAR or where Alpine decided to delay the publication pursuant to Article 17 of the MAR, which, in the case of each of (1) and (2), (i) has resulted in a negative effect on the annual consolidated EBITDA as defined in Annex 5.2.3(j) (“EBITDA”) of the Alpine Group in an amount of at least EUR 35 million and/or, (ii) that could reasonably be expected to result in a negative effect on the annual consolidated EBITDA of the Alpine Group in an amount of at least EUR 35 million (a “Target Material Adverse Change”).
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No Target Material Adverse Change. During the period from the Announcement Date to the end of the Offer Period (inclusive), no Target Material Adverse Change occurs, is announced or becomes known to Bidder (whether or not it becomes public).
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Related to No Target Material Adverse Change

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

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