Acquired Business Material Adverse Effect means any change, effect, event, occurrence or state of facts that, individually or when taken together with all other such changes, effects, events, occurrences or states of fact, has a material adverse effect (i) on the business, condition (financial or otherwise) or results of operations of the Acquired Business (including the Transferred Assets and Assumed Liabilities), (ii) on the ability of Seller to consummate the Acquisition and/or (iii) the ability of Seller to substantially perform those of its obligations under the Transition Services Agreement and the Co-Manufacturing Agreement that are necessary to avoid Purchaser being deprived of a substantial portion of the benefits of the Acquisition (taking into account the availability of alternative arrangements for the provision of such services and the potential for an adequate monetary remedy for any failure to so perform such obligations). For purposes of this Agreement, “Acquired Business Material Adverse Effect” excludes any change, effect, event, occurrence or state of facts to the extent resulting from (A) changes in Applicable Law or applicable accounting regulations or principles to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (B) any outbreak or escalation of hostilities or war or any act of terrorism to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (C) changes in the United States, Canadian or Mexican economies, financial markets or geopolitical conditions in general, to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (D) changes in industries relating to the Acquired Business in general and not specifically relating to the Acquired Business (including fluctuations in prices of vegetable inputs), to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (E) the failure, in and of itself (that is, this clause (E) will not prevent a determination that any change, effect, event, occurrence or state of facts underlying such failure, as opposed to such failure itself, has resulted in a Acquired Business Material Adverse Effect, so long as such underlying change, effect, event, occurrence of state of facts is not otherwise excluded from this definition of Acquired Business Material...
Acquired Business Material Adverse Effect means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances and occurrences, (i) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of the Target to consummate the Transactions (as defined in the Acquisition Agreement) and the other transactions contemplated by the Acquisition Agreement or (ii) is, or would reasonably be expected to be, materially adverse to the business, results of operations, properties, assets, liabilities, operations or financial condition of the Target and the Company Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall be taken into account, either alone or in combination, in determining whether an Acquired Business Material Adverse Effect has occurred for purposes of clause (ii) of this definition: (A) any changes in general United States or global economic conditions, (B) any changes in the general conditions of the industries in which the Target and the Company Subsidiaries operate, (C) any decline in the market price or trading volume of the Securities of the Target, in and of itself (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into account in determining whether there has been, an Acquired Business Material Adverse Effect), (D) any failure, in and of itself, by the Target to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, an Acquired Business Material Adverse Effect), (E) the execution and delivery of the Acquisition Agreement or the public announcement or pendency of the Transactions (as defined in the Acquisition Agreement) or any of the other transactions contemplated by the Acquisition Agreement, other than for purposes of Section 4.4 or Section 4.15(m) of the Acquisition Agreement or...
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof); and
Examples of Acquired Business Material Adverse Effect in a sentence
Except as otherwise contemplated by the Acquisition Agreement, since the date of the Acquisition Agreement, there has been no development, change, event or occurrence that, individually or in the aggregate, has had, or is reasonably likely to have, an Acquired Business Material Adverse Effect.
More Definitions of Acquired Business Material Adverse Effect
Acquired Business Material Adverse Effect means any event, state of facts, circumstance, development, change, effect or occurrence that is or could reasonably be expected to be materially adverse (i) to the business, financial condition or results of operations of the Acquired Business and its Subsidiaries, taken as a whole or (ii) to the ability of the Acquired Business to timely perform any of its obligations under the Acquisition Agreement, other than in the case of clause (i) or (ii) above, any event, state of facts, circumstance, development, change, effect or occurrence resulting from (A) changes in general economic, regulatory or political conditions or in the securities, credit or financial markets in general, (B) general changes or developments in the business in which the Acquired Business and its Subsidiaries operate, including any changes in applicable law affecting such business, including generally applicable rules, regulations and administrative policies of the FDA, or published interpretations thereof, (C) the negotiation, execution, announcement, existence or performance of the Acquisition Agreement or the transactions contemplated thereby, including (x) any fees or expenses incurred in connection therewith and (y) the impact of the foregoing on relationships with customers, suppliers, employees and regulators, (D) the identity of the Borrower or any of its Affiliates as the acquiror of the Acquired Business, (E) compliance with the terms of, or the taking of any action expressly required to be taken by the Acquired Business pursuant to the Acquisition Agreement or any other action consented to by the Borrower and the Lead Arrangers after Xxxxx 00, 0000, (X) any acts of terrorism or war or any natural disaster or weather-related event, (G) changes in generally accepted accounting principles or the interpretation thereof, (H) changes in the price or trading volume of the common stock of the Acquired Business (provided that this clause (H) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving rise to such change in price or trading volume does not constitute or contribute to an Acquired Business Material Adverse Effect), (I) any failure to meet internal or published projections, forecasts or revenue or earning predictions or any downward revisions for any period (provided that this clause (I) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving r...
Acquired Business Material Adverse Effect a Material Adverse Effect (as defined in the Closing Date Acquisition Agreement) with respect to the Acquired Business.
Acquired Business Material Adverse Effect means any effect that (a) has had a material adverse effect on the results of operations, assets, business or financial condition of the Acquired Business, taken as a whole, except that effects caused by any of the following, either alone or in combination, will not be taken into consideration for the purpose of determining whether an Acquired Business Material Adverse Effect has occurred pursuant to this clause (a): (i) any changes or circumstances affecting market, economic, credit, securities market, regulatory or political conditions in the United States or any other country in which the Acquired Business operates to the extent that such effects are not borne disproportionately by the Acquired Business; (ii) any changes or circumstances affecting any industry in which the Acquired Business operates to the extent that such effects are not borne disproportionately by the Acquired Business; (iii) any change in the price or availability of any raw material or commodity used or sold by the Acquired Business, provided that such effects are not borne disproportionately by the Acquired Business; (iv) any enactment of, change in, or change in interpretation of, any law or GAAP or governmental policy; (v) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war, or any escalation of any of the foregoing; (vi) any changes as a result of the announcement or pendency of the Merger Agreement or performance of the Transactions (as defined in the Merger Agreement), including by reason of the identity of the Acquired Business; (vii) any action taken pursuant to the terms of the Merger Agreement or with the consent or at the direction of the Borrower (or any action not taken as a result of the failure of the Borrower to consent to any action requiring the Borrower’s consent); (viii) any change in the market price, or change in trading volume, of the capital stock of the Acquired Business; (ix) any failure by the Acquired Business to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Acquired Business; (x) any pending, initiated, or threatened legal or administrative proceeding, claim, suit or action against the Acquired Business or any of its officers or directors, in each case, arising out of or relating...
Acquired Business Material Adverse Effect means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances and occurrences, (a) would, or would reasonably be expected to, prevent or materially impede the ability of the Company to consummate the Merger and the other Transactions prior to the End Date or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations, properties, assets, liabilities, operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall be taken into account, either alone or in combination, in determining whether an Acquired Business Material Adverse Effect has occurred for purposes of clause (b) of this definition: (i) any changes in general United States or global economic conditions, (ii) any changes in the general conditions of the industries in which the Company and its Subsidiaries operate, (iii) any decline in the market price or trading volume of the Company Shares, in and of itself (provided that the exception in this clause (iii) shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been an Acquired Business Material Adverse Effect), (iv) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the exception in this clause (iv) shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure from being taken into account in determining whether there has been an Acquired Business Material Adverse Effect), (v) the negotiation, execution and delivery of the Acquisition Agreement or the public announcement or pendency of the Merger or any of the other Transactions (provided that the exception in this clause (v) shall not apply to any representation or warranty contained in Section 5.1(d) of the Acquisition Agreement), (vi) compliance with the terms of, or the taking of any action required by, the Acq...
Acquired Business Material Adverse Effect. : means any change, effect, event, occurrence or state of facts that, individually or when taken together with all other such changes, effects, events, occurrences or states of fact, has a material adverse effect (i) on the business, condition (financial or otherwise) or results of operations of the Acquired Business (including the Transferred Assets and Assumed Liabilities), (ii) on the ability of Seller to consummate the Acquisition and/or (iii) the ability of Seller to substantially perform those of its obligations under the Transition Services Agreement and the Co-Manufacturing Agreement that are necessary to avoid Purchaser being deprived of a substantial portion of the benefits of the Acquisition (taking into account the availability of alternative arrangements for the provision of such services and the potential for an adequate monetary remedy for any failure to so perform such obligations). For purposes of this Agreement, “Acquired Business Material Adverse Effect” excludes any change, effect, event, occurrence or state of facts to the extent resulting from (A) changes in Applicable Law or applicable accounting regulations or principles to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (B) any outbreak or escalation of hostilities or war or any act of terrorism to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (C) changes in the United States, Canadian or Mexican economies, financial markets or geopolitical conditions in general, to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (D) changes in industries relating to the Acquired Business in general and not specifically relating to the Acquired Business (including fluctuations in prices of vegetable inputs), to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (E) the failure, in and of itself (that is, this clause (E) will not prevent a determination that any change, effect, event, occurrence or state of facts underlying such failure, as opposed to such failure itself, has resulted in a Acquired Business Material Adverse Effect, so long as such underlying change, effect, event, occurrence of state of facts is not otherwise excluded from this definition of Acquired Business Materi...
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 2, 2019)
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on March 22, 2015).