Substantial Adverse Effect Sample Clauses

Substantial Adverse Effect. When used in this Agreement in -------------------------- connection with the Company or any Company Subsidiaries or Parent or any Parent Subsidiaries, as the case may be, the term "Substantial Adverse Effect" means, -------------------------- as of any date, any one or more changes, effects, events or circumstances that, individually or when taken together with all other such changes, effects, events or circumstances that occurred prior to such date (and are continuing as of such date), is materially adverse to the financial condition as of such date, the results of operations through such date or properties on such date of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as the case may be, in each instance taken as a whole; provided, however, that in no event shall a -------- ------- Substantial Adverse Effect include any one or more changes, effects, events or circumstances to the extent they arise out of, result from or are caused by: (a) the announcement of this Agreement or any of the transactions contemplated hereby, including, without limitation, any action, suit or proceeding on or after the date hereof brought by a current or former stockholder or current or former purported stockholder of the Company against the Company or Parent or any of their respective officers, directors or affiliates in connection with this Agreement or any of the transactions contemplated hereby; (b) any change, effect, event or circumstance that generally affects the PC peripheral sector; (c) any change in the market price of Company Common Stock, Parent Registered Shares or Parent ADRs; (d) regional, national or global industry or economic conditions; (e) regional, national or international financial markets or conditions; or (f) fluctuations in sales or profitability in the ordinary course of business or the failure of the Company or Parent, as the case may be, to meet analysts' expectations; provided, further, however, that in no event shall a Substantial Adverse Effect, --------- ------- ------- as of any date, include any one or more changes, effects, events or circumstances that is, as of such date, materially adverse to the prospects of the Company and the Company Subsidiaries or Parent and Parent Subsidiaries, as the case may be, in each instance taken as a whole on such date, except to the extent that such change, effect, event or circumstance is materially adverse to the financial condition as of such date, results of operations ...
Sample 1
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Substantial Adverse Effect. An inaccuracy, breach, violation or other matter will be deemed to have a "Substantial Adverse Effect" on an Acquired Corporation if such inaccuracy, breach, violation or other matter (considered together with all other inaccuracies, breaches, violations or other matters that would constitute exceptions to the representations or warranties set forth in the Agreement, the Company Closing Certificate or in any other agreement or instrument delivered to Parent in connection with the transactions contemplated by this Agreement) constitutes, or could reasonably be expected to have, an adverse effect on such Acquired Corporation's business, condition, assets, liabilities, operations, financial performance or overall prospects (or all of such considered together) exceeding $1,000,000 in value.
Sample 1
Substantial Adverse Effect. That neither the Debtor nor his respective Affiliates are subject to any Contractual Obligation or Applicable Law which may cause a Substantial Adverse Effect, and no provision of the corporate by-laws of the Debtor and his Affiliates may reasonably cause such effect.
Sample 1
Substantial Adverse Effect. When used in this Agreement in connection with the Company or any Company Subsidiaries or Parent or any Parent Subsidiaries, as the case may be, the term "Substantial Adverse Effect" means, as of any date, any one or more changes, effects, events or circumstances that, individually or when taken together with all other such changes, effects, events or circumstances that occurred prior to such date (and are continuing as of such date), is materially adverse to the financial condition as of such date, the results of operations through such date or properties on such date of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as the case may be, in each instance taken as a whole; provided, however, that in no event shall a Substantial Adverse Effect include any one or more changes, effects, events or circumstances to the extent they arise out of, result from or are caused by: (i) the announcement of this Agreement or any of the transactions contemplated hereby, including, without limitation, any action, suit or proceeding on or after the date hereof brought by a current or former stockholder or current or former purported stockholder of the Company against the Company or Parent or any of their respective officers, directors or affiliates in connection with this Agreement or any of the transactions contemplated hereby; (ii) any change, effect, event or circumstance that generally affects the PC peripheral sector;
Sample 1

Related to Substantial Adverse Effect

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

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

  • Material Adverse Change A Material Adverse Change occurs;

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

  • 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.

  • 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.

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

  • No Adverse Effect The acquisition by the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

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

  • 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.

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