Acquirer Material Adverse Effect definition
Acquirer Material Adverse Effect means any change or effect resulting from events, actions, inactions or circumstances that, individually or in the aggregate, prevents, restricts or delays the ability of Acquirer to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions.
Acquirer Material Adverse Effect means a material adverse effect on Acquirer, a material adverse effect on the ability of the Acquirer to perform its obligations under this Agreement or on the ability of the Acquirer to consummate the Takeover;
Acquirer Material Adverse Effect means an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would reasonably be expected to have, a material adverse effect on (A) the ability of the Acquirer to consummate the Acquisition and the other transactions contemplated by this Agreement or (B) the business, condition (financial or otherwise) or results of operations of Acquirer and its Subsidiaries, taken as a whole, excluding any event, change, effect, development or occurrence resulting from or arising out of or attributable to: (1) any changes in general economic, business, labor, financial or capital market conditions (including prevailing interest rates or exchange rates and access to capital markets), (2) any changes generally in the industries (including seasonal fluctuations) in which the Acquirer or any of its Subsidiaries conducts its business, (3) the negotiation, announcement, pendency, existence of, compliance with, performance under, or consummation of this Agreement or the transactions contemplated hereby (including, the impact thereof on the relationships, contractual or otherwise, of the Acquirer or any of its Subsidiaries with employees, labour unions, customers, suppliers, lenders, distributors or partners, and including any lawsuit, action or other proceeding by shareholders or otherwise with respect to the Acquisition or any of the other transactions contemplated by this Agreement), (4) any action or omission taken or not taken at the request of, or with the consent of, the Company or any of its Affiliates, (5) any changes or proposed changes in applicable Law (or authoritative interpretations thereof), (6) any changes or proposed changes in GAAP or other applicable accounting standards (or authoritative interpretations thereof), (7) earthquakes, any weather-related event, natural disasters, the outbreak or worsening of an epidemic, pandemic or other health crisis (including COVID-19, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations), or outbreak or escalation of hostilities or acts of war (whether or not declared), military action, sabotage or acts of terrorism, (8) governmental shutdown, (9) any changes in regulatory, legislative or political conditions, (10) any Proceeding arising from allegations of breach of fiduciary duty or violation of Law relating to this Agreement or the transactions contemplated hereby, (11) any changes in the share price or trading volume ...
Examples of Acquirer Material Adverse Effect in a sentence
There are no pending or, to Acquirer’s Knowledge, threatened, Actions against Acquirer, at law or in equity, or before or by any Governmental Authority, in each case which would reasonably be expected to have an Acquirer Material Adverse Effect.
Since the date of this Agreement no Acquirer Material Adverse Effect shall have occurred.
If the Funds are not a parry to this Agreement, then the Company makes the following representations on behalf of the Funds.
Each of the Acquirer Parties (a) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and (b) has all material governmental licenses, authorizations, consents and approvals, necessary to own its properties and carry on its business as its business is now being conducted, except where the failure to have such licenses, authorizations, consents and approvals would not have an Acquirer Material Adverse Effect.
Acquirer and the Material Acquirer Subsidiaries are in compliance in all material respects with the terms of the Acquirer Permits, except where the failure to be in compliance with the terms of the Acquirer Permits would not be reasonably likely to have a Acquirer Material Adverse Effect.
More Definitions of Acquirer Material Adverse Effect
Acquirer Material Adverse Effect means any change, circumstance, effect or condition that, individually or in the aggregate: (a) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the EnLink Entities, taken as a whole, other than any change, circumstance, effect or condition to the extent resulting or arising from (i) any general change in the industries in which the members of the EnLink Entities operate (including any change in the prices of crude oil or other hydrocarbon products or industry margins), (ii) any change in general market, economic, financial, political or securities market conditions generally, (iii) any change resulting from any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, (iv) any regulatory changes or changes in Law or GAAP, (v) any change in the market price or trading volume of the Acquirer Common Units but not the underlying cause of such change or (vi) the entry into or announcement of this Agreement, actions contemplated by this Agreement or the consummation of the Transactions, provided that in the case of clauses (i), (ii), (iii) or (iv), the impact on the EnLink Entities, taken as a whole, is not disproportionate to the impact on other companies in the industries in which the members of the EnLink Entities operate, or (b) materially adversely affects, or would reasonably be expected to materially adversely affect, the Acquirer’s or its Affiliates’, as the case may be, ability to satisfy its obligations under the Transaction Documents.
Acquirer Material Adverse Effect means any fact, event, change, condition, occurrence, development, circumstance, effect or state of facts that:
Acquirer Material Adverse Effect means any event, occurrence, fact, condition or change that is materially adverse to (a) Acquirer’s and the Partnership’s consolidated business, financial condition or assets, taken as a whole, or (b) the ability of Acquirer or the Partnership to consummate the transactions contemplated hereby; provided, however, that “Acquirer Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Partnership operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Contributors; (vi) changes in applicable Laws or accounting; (vii) the announcement of the transactions contemplated by this Agreement; or (viii) any failure by Acquirer or the Partnership to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded), except to the extent such effects in the case of clauses (i), (ii), (iii), (iv) and (vi) above materially and disproportionately affect Acquirer or the Partnership, as applicable, relative to other participants in the industry in which such person operates.
Acquirer Material Adverse Effect means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, prospects, condition (financial or otherwise), or assets of the Acquirer and its Subsidiaries, taken as a whole, or (ii) the ability of the Acquirer to consummate the transactions contemplated hereby on a timely basis; provided, however, that, for the purposes of clause (i), an Acquirer Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement; (c) any outbreak or escalation of war or any act of terrorism; or (d) general conditions in the industry in which the Acquirer and its Subsidiaries operate; provided further, however, that any event, change and effect referred to in clauses (a), (c) or (d) immediately above shall be taken into account in determining whether an Acquirer Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on the Acquirer and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Acquirer and its Subsidiaries conduct their businesses.
Acquirer Material Adverse Effect means an event, state of facts, circumstance, change, effect, development, occurrence or
Acquirer Material Adverse Effect set forth in any individual representation or warranty) at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date;
Acquirer Material Adverse Effect means any fact, event, series of events, change, effect or circumstance that, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of the Argon Business, taken as a whole, or (ii) prohibits or materially impairs the ability of the Acquirer Entities to timely perform their obligations hereunder at or prior to Closing; provided, however, that in no event shall any of the following constitute an Acquirer Material Adverse Effect: (a) any fact, event, series of events, change, effect or circumstance resulting from or relating to a decline or worsening in economic or financial conditions generally; (b) any fact, event, series of events, change, effect or circumstance that affects the investment banking industry generally; (c) any fact, event, series of events, change, effect or circumstance resulting from or relating to changes in the securities markets, capital markets, credit markets or currency markets in the United States; (d) any fact,