Acquiror MAE definition

Acquiror MAE means any circumstance, change, development, condition or event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated hereby by no later than the End Date.
Sample 1Sample 2Sample 3
Acquiror MAE means (i) any circumstance, change, development, condition or event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror and its Subsidiaries taken as a whole; or (ii) a change described on Section 11.01(c) of the Acquiror Disclosure Letter; provided, however, that any such effect resulting or arising from or relating to any of the following matters will not be considered when determining whether there has been, or would reasonably be expected to be, an Acquiror MAE: (a) general conditions in the industry in which Acquiror competes, (b) any conditions in the United States general economy or the general economy in other geographic areas in which Acquiror operates or proposes to operate, (c) political conditions, including acts of war (whether or not declared), armed hostilities, acts of terrorism or developments or changes therein, (d) any conditions resulting from natural disasters, (e) compliance by Acquiror and Merger Sub with its covenants or obligations in this Agreement, (f) the failure of the financial or operating performance of Acquiror to meet internal forecasts or budgets for any period prior to, on or after the date of this Agreement (but the underlying reason for the failure to meet such forecasts or budgets may be considered provided that they do not fall under another clause of this proviso), (g) any action taken or omitted to be taken at the request or with the consent of Parent, (h) effects or conditions resulting from the announcement of this Agreement or the transactions contemplated thereby, including any employee departures and any actions taken by customers, suppliers, distributors or licensors of Acquiror to terminate, discontinue or not renew their Contracts with Acquiror or its Subsidiaries or otherwise withhold any Consent necessary in respect of such Contracts, (i) any deterioration in the business, financial condition or results of operations of the Acquiror’s business that occurs subsequent to the date of this Agreement and prior to the Closing Date, except that such deterioration will be considered to the extent it arises out of any (1) breach by Acquiror of its covenants under this Agreement, (2) extraordinary event of a nature described in clauses (c) or (d) (but only to the extent that such extraordinary event disproportionately affects the Acquiror’s business as compared to similarly situate...
Sample 1Sample 2
Acquiror MAE means any circumstance, change, fact, occurrence, development, condition or event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated hereby by no later than the End Date.
Sample 1Sample 2

Examples of Acquiror MAE in a sentence

  • Neither Acquiror nor any of its Subsidiaries is subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

  • This leaflet is provided in good faith for information purposes and summaries the rules as currently understood (February 2018) .

  • For the purposes of calculating the amount of any Losses arising from a breach of the representations and warranties of Seller or Acquiror, such representations and warranties contained in this Agreement will be read without regard to any qualification therein relating to materiality, AVS Business MAE, Acquiror MAE or any similar qualification or standard.

  • There are no Actions pending against Acquiror or any of its Subsidiaries or, to the Knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries (or any of their respective properties, rights or franchises), at law or in equity, or before or by any Governmental Authority or any arbitrator or arbitration tribunal, that have had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

  • Here it is noted that the National Strategy for Education sets a target for higher education entry by mature students of 25% by 2025 and, with our ageing population, we and our many partners in the education sector are called upon to provide more opportunities both for those who wish to enrich their lives by learning.

  • There are no Actions pending against Acquiror or any of its Subsidiaries or, to the Knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries (or any of their respective properties, rights or franchises), at Law or in equity, or before or by any Governmental Authority or any arbitrator or arbitration tribunal, that have had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

  • Except as has not had, and would not reasonably likely to have, individually or in the aggregate, an Acquiror MAE, Acquiror and its Subsidiaries have good and valid title to, or valid leasehold interests in or valid right to use, all of their assets, in each case as such property is currently being used, subject to no Security Interests, except for Permitted Encumbrances.

  • Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE, Acquiror has not received any written notice from any Person since July 1, 2009 alleging non-compliance with any such Permit.

  • As of the date of this Agreement, there are no Actions pending against Acquiror or any of its Subsidiaries or, to the Knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, before or by any Governmental Authority, that is or would reasonably be expected to be, individually or in the aggregate, an Acquiror MAE.

  • Neither Acquiror nor any of its Affiliates is subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.


More Definitions of Acquiror MAE

Acquiror MAE means any state of facts, circumstance, change, development, condition, effect, occurrence or event that, individually or in the aggregate, has had or would reasonably be expected to prevent, materially delay or have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated hereby.
Sample 1Sample 2
Acquiror MAE means any circumstance, change, development, condition or event that, individually or in the aggregate, has a material adverse effect on the business, financial condition or results of operations of Acquiror and its Subsidiaries taken as a whole over a period of more than two full fiscal years beginning with the current fiscal year of the Acquiror, or a change in employment status of Acquiror’s senior management as of the date of this Agreement that is reasonably likely to have a material adverse effect on Acquiror’s future prospects; provided , however , that any such effect resulting or arising from or relating to any of the following matters will not be considered when determining whether an Acquiror MAE has occurred or would reasonably be expected to occur: (i) any conditions in the industry in which the Acquiror competes in general; (ii) any conditions in the United States general economy or the general economy in other geographic areas in which the Acquiror operates; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural disasters; (v) compliance by Acquiror and Merger Sub with its covenants in this Agreement; (vi) the failure of the financial or operating performance of the Acquiror to meet internal forecasts or budgets for any period prior to, on or after the date of this Agreement (but the underlying reason for the failure to meet such forecasts or budgets may be considered);
Sample 1

Related to Acquiror MAE

  • Acquiror has the meaning set forth in the Preamble.

  • Acquiror Board means the board of directors of Acquiror.

  • Merger Subs has the meaning set forth in the Preamble.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Buyer has the meaning set forth in the preamble.

  • Target Companies means the Company and its Subsidiaries.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • PubCo has the meaning set forth in the Preamble.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.