Acquisition Material Adverse Effect definition
Acquisition Material Adverse Effect means any “Material Adverse Effect” as such term is defined in the Acquisition Agreement.
Acquisition Material Adverse Effect means (a) with respect to the Acquired Business, a material adverse effect on the results of operation or financial condition of the Acquired Business, taken as a whole, or on the ability of VES Solid Waste Holding, LLC, a Delaware limited liability company (the “Seller”) or Veolia Environmental Services North America Corp., a Delaware corporation (the “Parent”) to consummate the sale of all of the outstanding shares of the Target as contemplated by the Acquisition Agreement; provided, however, that without limiting the generality of what shall not constitute an “Acquisition Material Adverse Effect”, an event, occurrence, change or effect which results, directly or indirectly, from any of the following shall not constitute an “Acquisition Material Adverse Effect”: (i) general business, economic, climate, industry or market (including capital, securities or financial markets) events, occurrences, developments, changes, circumstances or conditions, (ii) the effect of any change that generally affects the industries or markets in which the Acquired Business operates (including changes in the fuel, power, natural gas, or waste-to-energy industries), the products or services for or in such industries or markets, or the market prices of commodities, including oil, fuel, fibers, aluminum and glass, and energy-related products such as methane gas and electricity, (iii) changes in applicable laws or regulatory policies, including the adoption of climate change regulation, regulations restricting emissions of greenhouse gases, and “flowcontrol” or other regulations restricting the transport or disposal of waste excluding any such change to the extent it disproportionately affects the Acquired Business, taken as a whole relative to other participants in the industry in which the Acquired Business operates, (iv) changes in accounting standards, principles or interpretations, (v) changes in political conditions, weather, natural disasters or other acts of God, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism, including any of the foregoing threatened or underway as of the date of the Acquisition Agreement, (vi) any change in or effect on the assets or properties of the Acquired Business which is cured (including by the payment of money) by Parent or Seller prior to the Acquisition Date, (vii) the negotiation, execution, announcement, pendency or performance of the Acq...
Acquisition Material Adverse Effect means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate (a) is or would reasonably be expected to be materially adverse to the business, operations, results of operations, affairs, liabilities or obligations (whether absolute, accrued, conditional, contingent or otherwise), capitalization or financial condition of Canadian Borrower and its Subsidiaries, taken as a whole; or (b) is or would reasonably be expected to impair in any material respect the ability of Canadian Borrower to consummate the transactions contemplated by the Acquisition Agreement or to perform its obligations under the Acquisition Agreement on a timely basis; provided that none of the following shall be deemed, either individually or in the aggregate, to constitute an Acquisition Material Adverse Effect: any change, effect, event, occurrence, state of facts or development (A) in the financial, banking, credit, securities, or commodities markets, the economy in general or prevailing interest rates of the United States, Canada or any other jurisdiction, where Canadian Borrower or any of its Subsidiaries has operations or significant revenues, (B) in any industry in which Canadian Borrower or any of its Subsidiaries operates, (C) in Canadian Borrower’s stock price or trading volume (provided that this clause (C) shall not be construed as providing that any cause or factor affecting Canadian Borrower’s stock price or trading volume does not constitute an Acquisition Material Adverse Effect), (D) arising as a result of a change in U.S. GAAP or regulatory accounting principles or interpretations thereof after the date hereof, (E) in Law (as defined in the Acquisition Agreement as of the Acquisition Closing Date) or interpretations thereof by any Governmental Entity (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (F) arising or resulting from the announcement of the Acquisition Agreement, the pendency of the transactions contemplated therein and in the Plan of Arrangement (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (G) arising or resulting from any failure by Canadian Borrower to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that this clause (G) shall not be construed as providing that any cause or factor giving rise to such failure does not constitute an Acquisition Material Adverse Effect), (H) any continuation of an ad...
Examples of Acquisition Material Adverse Effect in a sentence
Acquisition is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect.
There is no Proceeding pending or, to the knowledge of Acquisition, threatened against or affecting Acquisition or its properties or rights, before any Governmental Entity or arbitration board or tribunal, either alone or together with other similar actions, the outcome of which would reasonably be expected to (i) result in an Acquisition Material Adverse Effect, or (ii) prevent or materially delay the consummation of the transactions contemplated hereby.
Acquisition is not subject to any outstanding Judgment which would, individually or in the aggregate, result in an Acquisition Material Adverse Effect or would reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.
Dragon Acquisition shall have obtained all material consents, waivers, approvals, authorizations or orders required to be obtained, and made all filings required to be made, for the authorization, execution and delivery of this Agreement and the consummation of the Transactions, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Dragon Acquisition Material Adverse Effect.
No action, suit or proceeding before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body has or may have, in the reasonable opinion of Leewell or Longhai, a Dragon Acquisition Material Adverse Effect.
When used in connection with Acquisition, the term "Acquisition Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse to the business, assets, results of operations or condition (financial or otherwise) of Acquisition and its subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which Acquisition or any of its subsidiaries is engaged.
Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3.
There shall not have been any occurrence, event, incident, action, failure to act, or transaction since September 30, 2009 which has had or is reasonably likely to cause a Dragon Acquisition Material Adverse Effect.
Dragon Acquisition is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect.
GSCP is duly qualified as a foreign limited partnership to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have an Acquisition Material Adverse Effect.
More Definitions of Acquisition Material Adverse Effect
Acquisition Material Adverse Effect means any state of facts, change, event, circumstance, effect or occurrence, individually or in the aggregate with other facts, change, event, effect or occurrence, that is or would reasonably likely be materially adverse to the, financial condition, results of operations, properties, assets or liabilities (including contingent liabilities), or business of the Target and its Subsidiaries taken as a whole; provided, that none of the following, and no changes, effects, events, circumstances, occurrences or states of facts arising out of or resulting from the following, shall be deemed, either alone or in combination, to constitute an Acquisition Material Adverse Effect, or be taken into account in determining whether there has been an Acquisition Material Adverse Effect, to the extent the following do not materially and disproportionately impact the Target and its Subsidiaries, taken as a whole, compared to other companies in the industry or industries in which the Target and its Subsidiaries operate, in which case the extent of such material and disproportionate effect may be taken in to account in determining whether an Acquisition Material Adverse Effect has occurred: (a) changes or effects in general economic conditions; (b) changes in laws or generally accepted accounting principles in the United States of America (or other analogous accounting standards) or the enforcement thereof; (c) changes or effects, including legal, tax or regulatory changes, that generally affect the industry or industry sectors in which the Target and its Subsidiaries operate; (d) any changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism; or (e) changes or effects that arise out of or are attributable to the negotiation, execution, public announcement, pendency or performance of the Acquisition Agreement or the compliance with the provisions thereof, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees, but excluding any breach, violation or default, event of default or event of acceleration (or any event or circumstance that with notice, the lapse of time, or both would be or constitute a breach, violation, default, event of default or event of acceleration) or right of first refusal, right of first offer or preferential right that occurs, becomes exercisable or is oth...
Acquisition Material Adverse Effect means any Effect, individually or in the aggregate, that has had or is reasonably likely to have a material adverse effect on (i) the business, operations, properties, assets, condition (financial or other) or operating results of Acquisition, or (ii) the ability of Acquisition to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Acquisition Material Adverse Effect means any circumstance, change, effect, condition, development, event or occurrence that has resulted in, or would be reasonably likely to result in, a material adverse effect on the financial condition or value of the Acquired Assets, taken as a whole; provided, however, none of the following circumstances, changes, effects, conditions, developments, events or occurrences shall be deemed to constitute, or shall be taken into account in determining whether, an Acquisition Material Adverse Effect has occurred or would be reasonably likely to occur: (a) any changes in commodity prices or in general conditions in the oil and gas industry; (b) changes, events, effects, or developments generally applicable to the oil and gas industry in the States of Texas and Oklahoma provided that such changes, events, effects, or developments do not have a disproportionate effect on the Acquired Assets, taken as a whole as compared to similarly situated properties and assets in the States of Texas and Oklahoma; (c) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military, terrorist or criminal attack; (d) changes in Law, GAAP, or the interpretation thereof from and after November 19, 2014; (e) the announcement or pendency of the Acquisition Agreement, actions contemplated by the Acquisition Agreement or the other Transaction Documents (as defined in the Acquisition Agreement), or the consummation of the transactions contemplated thereby; (f) matters that will be reflected as a downward adjustment in the determination of the Adjusted Purchase Price (as defined in the Acquisition Agreement) as of the Closing Date; (g) changes or developments in financial or securities markets or the economy in general; (h) effects of weather, meteorological events, natural disasters, or other acts of God; (i) any decrease in the market price of Borrower’s or either of the Sellers’ (or the Borrower’s or either of the Sellers’ parent’s) publicly traded equity securities; (j) the downgrade in the rating of any debt or debt securities of the Borrower or the Sellers (or the Borrower’s or either of the Sellers’ parent); or (k) effects or changes that are cured or no longer exist by the earlier of the Closing (as defined in the Acquisition Agreement) or the termination of the Acquisition Agreement under Article 13 thereof.
Acquisition Material Adverse Effect means a materially adverse effect on the business, assets, liabilities, operations or financial condition of the Borrower, the Borrower’s Subsidiaries and the Target, taken as a whole, since December 31, 2005, excluding any such effect arising in connection with (i) the Acquisition Agreement, the transactions contemplated thereby or the announcement or consummation thereof or the taking of any actions required by the Acquisition Agreement, (ii) changes or conditions generally affecting the industries in which the Borrower, its Subsidiaries or the Target operate, to the extent such changes or conditions do not disproportionately impact the Borrower, its Subsidiaries and the Target, taken as a whole, (iii) general economic or financial markets conditions, (iv) any change in GAAP in the United States, (v) changes in any Federal, state or local law (statutory, common or otherwise), constitution, treaty, conversion, ordinance, code, rule, regulation, order, injunction, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by any Governmental Authority, including any political subdivision thereof, that is binding upon or applicable to the Borrower, its Subsidiaries or the Target, the properties or assets of any of the forgoing or the business or operations of any of the foregoing, to the extent such changes do not disproportionately impact the Borrower, its Subsidiaries and the Target, taken as a whole, (vi) any failure by the Borrower, its Subsidiaries or the Target to meet analysts’ revenue or earning projections and (vii) any decline in the price of any publicly traded securities of the Borrower or the Target (it being understood, in the case of clauses (vi) and (vii), that the facts or occurrences giving rise or contributing to any such failure or decline may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, an Acquisition Material Adverse Effect). Table of Contents
Acquisition Material Adverse Effect means any change, effect, event, occurrence, state of facts or development (taking into account any third party insurance) that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, properties, assets or results of operations of the NA Group, taken as a whole, except to the extent any such effect results from (i) the negotiation, execution, performance or announcement of the Stock Purchase Agreement or the Ancillary Agreements or the consummation of the transactions contemplated by the Stock Purchase Agreement or the Ancillary Agreements, including the impact of any of the foregoing on relationships, contractual or otherwise, with customers, suppliers, joint venture co-owners, counterparties, partners or employees, (ii) any action taken at the written request of the Parent Buyer, (iii) the identity of, or the effects of any facts or circumstances relating to, the Buyers or their Affiliates, (iv) any failure of the NA Group to meet any projections or forecasts (it being understood that the underlying causes of such failure may, if they are not otherwise excluded from the definition of Acquisition Material Adverse Effect, be taken into account in determining whether an Acquisition Material Adverse Effect has occurred), (v) any changes or conditions affecting the homebuilding industry generally in Arizona, California, Colorado, Florida, Texas or Ontario, (vi) any earthquake, hurricane, tornado or other natural or weather-related disaster, (vii) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (viii) any changes in the United States, Canadian or global economy or capital, financial, credit, mortgage or securities markets generally, including changes in interest or exchange rates, (ix) any changes in legal, economic, regulatory or political conditions generally in the geographic regions where the NA Group Companies or Joint Venture Affiliates operate or own or lease any property or (x) changes in Applicable Law or any accounting standards or interpretation thereof, which in the case of clauses (v), (vi), (vii), (viii), (ix) and (x) only, do not disproportionately affect the NA Group, taken as a whole, relative to other participants in the homebuilding industry in the United States and Canada, and (b) the Sellers’ ability to consummate the transactions contemplated by the Stock Purchase Agreement and the Ancillary Agreements. Capitalized terms us...