Acquisition Agreement Material Adverse Effect means a Material Adverse Effect (as such term is defined in the Acquisition Agreement).
Acquisition Agreement Material Adverse Effect any event, change, circumstance, development, fact or event that has, or would reasonably be expected to have, a material adverse effect upon the financial condition, business or results of operations of the Company Group, taken as a whole; provided, however, that none of the following shall be taken into account, either alone or in combination, in determining whether an Acquisition Agreement Material Adverse Effect has occurred or would reasonably be expected to occur: (i) conditions generally affecting the United States economy, the regulatory environment or credit, securities, currency, financial, banking or capital markets (including any disruption thereof and any decline in the price of any security or any market index or any changes in interest rates or exchange rates) in the United States or elsewhere in the world, (ii) any national, international or supranational political or geopolitical conditions, including the engagement in or escalation of hostilities or war, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, or any epidemics, pandemics, outbreaks, earthquakes, hurricanes, tornadoes or any other natural disasters (whether or not caused by any Person or any force majeure event) or any other national or international calamity or crisis, (iii) changes in GAAP, accounting standards or in the interpretation or enforcement thereof, (iv) changes in any Legal Requirement, (v) any adverse change in the credit ratings of any member of the Company Group (it being understood that the facts and circumstances giving rise to such change may be taken into account to determine whether there has been an Acquisition Agreement Material Adverse Effect), (vi) any change that is generally applicable to the industries or markets in which any member of the Company Group operates, (vii) the execution or announcement of the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, in each case to the extent directly attributable to the execution or announcement of the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement (including by reason of the identity of Buyer or by Buyer’s or any of its Affiliates’ announcement regarding their respective plans or intentions with respect to the conduct of the Business and, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, employees or...
Acquisition Agreement Material Adverse Effect means any event, condition, change, effect, omission or occurrence which, individually or together with any other event, condition, change, effect, omission or occurrence occurring or coming into being after the date of the Acquisition Agreement that, (a) has had a material adverse effect or material adverse change on the assets, liabilities, properties, business, financial condition or results of operations of the applicable person and its subsidiaries, taken as a whole; except if due to (i) changes that adversely affect either the United States or global economy generally or the industry in which Holdings or the Target and their respective subsidiaries operate, except to the extent that such changes have a materially disproportionate effect on Holdings or the Target, as the case may be, and its subsidiaries, taken as a whole, as compared to the impact on their principal competitors; (ii) the announcement, pendency or consummation of the transactions contemplated by the Acquisition Agreement, including, any resulting shortfalls or declines in unit sales, revenue, margins or profitability, loss of employees, cancellations of or delays in work for customers or other adverse customer reactions to the Acquisition Agreement; (iii) any decrease in the market price or trading volume of Holdings’ common stock, in and of itself (it being understood that the underlying cause of any such decrease may be taken into consideration); (iv) any failure to meet published analyst estimates of revenue, earnings or results of operations or failure to meet internal budgets, projects or forecasts of revenue, earnings or other financial performance or results of operations (it being understood that the underlying cause of any such failure may be taken into consideration); (v) acts of war or terrorism, which do not have a materially disproportionate impact on Holdings or the Target, as the case may be, and its subsidiaries, taken as a whole, as compared to the impact on its principal competitors; (vi) any changes in GAAP, changes in the interpretation of GAAP, or changes in any laws; (vii) the failure of the Cayman Borrower to consent to any of the actions proscribed in Section 6.1 of the Acquisition Agreement where such failure to consent would be a breach by the Cayman Borrower of Section 6.1 of the Acquisition Agreement or (ix) the performance of the Acquisition Agreement (including compliance with the covenants therein) or the failure to take any action prohibited by the Acqu...
Examples of Acquisition Agreement Material Adverse Effect in a sentence
Wide Reach & Distribution NetworkHester has received regulatory approvals for its products in many African and Asian countries.
As of the Closing Date, except as disclosed in Section 4.8 of the Company Disclosure Letter (as defined in the Acquisition Agreement), since June 30, 2011, no Acquisition Agreement Material Adverse Effect shall have occurred.
If there shall occur, in the reasonable opinion of Canaccord Genuity, an Acquisition Agreement Material Adverse Effect, Canaccord Genuity shall be entitled, at its sole option, in accordance with Section 6.6 of this Agreement, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by it to purchase the Offered Preferred Shares) by written notice to that effect given to the Corporation on or prior to the Closing Time.
Refueling or Maintenance.Refueling or maintenance of Transient Aircraft shall be prohibited unless essential to permit the aircraft to fly to the nearest airport or heliport or as a part of a fire emergency.
Except as disclosed in Section 4.8, of the Company Disclosure Letter (as defined in the Acquisition Agreement) since June 30, 2011, there shall not have been and shall not exist any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or could be expected to have an Acquisition Agreement Material Adverse Effect.
Nonetheless, capacity building activities provided are in many cases useful and have impacts on the subset of systems and issues representing D2.
More Definitions of Acquisition Agreement Material Adverse Effect
Acquisition Agreement Material Adverse Effect any change, effect, occurrence or development that (a) has or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the Company, provided that to the extent any effect is caused by or results from any of the following, it shall not be taken into account in determining whether there has been a material adverse effect: (i) changes in conditions in the U.S. economy or capital or financial markets generally, including changes in interest or exchange rates; (ii) changes that are the result of factors generally adversely affecting the industries within the geographic areas in which the Company conducts business; (iii) changes in GAAP or authoritative interpretation thereof; (iv) changes in general legal, regulatory, political, economic or business conditions in the U.S., in each case, generally affecting the industries in which the Company conducts business; (v) the negotiation, execution, announcement or performance of the Acquisition Agreement or the consummation of the transactions contemplated by the Acquisition Agreement, including any loss, or threatened loss of, or adverse impact on, the relationships (contractual or otherwise) with, customers, suppliers, distributors, partners or Employees of the Company (provided that this clause (v) shall be disregarded for purposes of any representations and warranties set forth in Section 4.2 and Section 4.5); (vi) the commencement, occurrence, continuation or escalation of any war, armed hostilities or acts of terrorism involving any geographic region in which the Company conducts business; (vii) any action required to be taken by the Company pursuant to the terms of the Acquisition Agreement or any action taken by the Company with the Purchaser’s and the Lead Arrangers’ consent; (viii) any change in applicable Laws or the application or authoritative interpretation thereof, including the effects of any duties on products of the type manufactured by the Company; and (ix) changes in the price of raw materials, including steel, of the type and grade customarily purchased by the Company; except in the case of clauses (i), (ii), (iv) and (ix), to the extent that such adverse effect has a materially greater adverse effect on the Company as compared to other companies operating in the same industries and markets in which the Company operates; or (b) would, or would reasonably be expected to, have a mat...
Acquisition Agreement Material Adverse Effect means any event, condition, change, effect, omission or occurrence which, individually or together with any other event, condition, change, effect, omission or occurrence occurring or coming into being after the date of the Acquisition Agreement that, (a) has had a material adverse effect or material adverse change on the assets, liabilities, properties, business, financial condition or results of operations of the applicable person and its subsidiaries, taken as a whole; except if due to (i) changes that adversely affect either the United States or global economy generally or the industry in which Holdings or the Target and their respective subsidiaries operate, except to the extent that such changes have a materially disproportionate effect on the applicable Party and its subsidiaries, taken as a whole, as compared to the impact on their principal competitors; (ii) the announcement, pendency or consummation of the transactions contemplated by the Acquisition Agreement, including, any resulting shortfalls or declines in unit sales, revenue, margins or profitability, loss of employees, cancellations of or delays in work for customers or other adverse customer reactions to the Acquisition Agreement; (iii) any decrease in the market price or trading volume of Holdings’ common stock, in and of itself (it being understood that the underlying cause of any such decrease may be taken into consideration); (iv) any failure to meet published analyst estimates of revenue, earnings or results of operations or failure to meet internal budgets, projects or forecasts of revenue, earnings or other financial performance or results of operations (it being understood that the underlying cause of any such failure may be taken into consideration); (v) acts of war or terrorism, which do not have a materially disproportionate impact on such Party and its subsidiaries, taken as a whole, as compared to the impact on its principal competitors; (vi) any changes in GAAP, changes in the interpretation of GAAP, or changes in any laws; (vii) the failure of the Cayman Borrower to consent to any of the actions proscribed in Section 6.1 of the Acquisition Agreement where such failure to consent would be a breach by the Cayman Borrower of Section 6.1 of the Acquisition Agreement or (ix) the performance of the Acquisition Agreement (including compliance with the covenants therein) or the failure to take any action prohibited by the Acquisition Agreement; or (b) has materially impaired the ab...
Acquisition Agreement Material Adverse Effect when used in connection with the Borrower or the Parent (as applicable), means any result, fact, change, effect, event, circumstance, occurrence or development that, individually or in the aggregate with all other adverse results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have, a material and adverse effect on (i) the business, operations, results of operations or condition (whether financial or otherwise) of such Person and its Subsidiaries, taken as a whole or (ii) the ability of such Person and its Subsidiaries to perform their covenants or obligations under the Acquisition Agreement or to consummate the Transactions (as defined therein); provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, an Acquisition Agreement Material Adverse Effect to the extent that such result, fact, change, effect, event, circumstance, occurrence or development arises out of or results from: