Buyer Material Adverse Change means any change affecting, or condition having an effect on, Buyer and Buyer's Subsidiaries that is, or would reasonably be expected to be, materially adverse to the assets, Liabilities, business, financial condition or results of operations of Buyer and Buyer's Subsidiaries, taken as a whole.
Buyer Material Adverse Change means any change, effect, event, occurrence, state of facts or development that with respect to the Buyer:
Buyer Material Adverse Change means any change, effect, circumstance or event that would reasonably be expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent or materially delay the Closing. However, “Buyer Material Adverse Change” does not include:
Examples of Buyer Material Adverse Change in a sentence
There shall have occurred no result, occurrence, fact, change, event or effect that, individually or taken together with all other results, occurrences, facts, changes, events or effects, has had, or would reasonably be expected to have, a Buyer Material Adverse Change.
During the period from the date thereof through the Closing Date, there shall have been no Buyer Material Adverse Change with respect to Buyer or Chardan Material Adverse Change with respect to Chardan.
None of Buyer's Large Suppliers or Buyer's Large Customers has canceled or otherwise terminated, or threatened in writing, by notice to the Buyer, to cancel or otherwise terminate, its relationship with Buyer or, since March 31, 1996, decreased materially, or threatened to decrease or limit materially, its services, supplies or materials to Buyer or its usage or purchase of the products or services of Buyer which, in any case, would result in a Buyer Material Adverse Change.
There is no pending, or to Buyer’s knowledge, threatened Proceeding relating to Buyer that would, if adversely determined, result in a Buyer Material Adverse Change.
Since June 30, 2006, there has been no Buyer Material Adverse Change.
More Definitions of Buyer Material Adverse Change
Buyer Material Adverse Change means any effect, event or change that would be materially adverse to the business, assets, results of operations or condition of Buyer and its Subsidiaries, taken as a whole, provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Buyer Material Adverse Effect or Buyer Material Adverse Change: (i) any condition or conditions affecting the industries or industry sectors in which the Buyer and its Subsidiaries operate, the U.S. economy or securities, debt or other financial markets or any foreign economy or securities, debt or other financial markets; (ii) any change or changes in GAAP or applicable laws, rules or regulations (or interpretation thereof); (iii) any act or acts of God, calamities, acts of war or terrorism, or national or international political or social conditions; (iv) any one or more changes or effects that are attributable or related to the announcement of the transactions contemplated by this Agreement; or (v) any one or more changes, effects or failures as a result of any action taken by a Party at the direction or with the consent of the other Party or in accordance with or as required by this Agreement.
Buyer Material Adverse Change means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or would reasonably be expected to have a material adverse effect on (i) any member of the Buyer Group, their respective businesses, conditions, assets and liabilities, or (ii) the ability of Buyer to consummate the transactions contemplated hereby or to perform its obligations hereunder; provided, however, that, for purposes of clause (i), none of the following, to the extent arising after the date hereof, shall be deemed in itself, or in any combination with another item listed below as an exception, to constitute, and none of the following, to the extent arising after the date hereof, shall be taken into account in determining whether there has been or will be, a Buyer Material Adverse Change: (a) any changes in the United States or global economy generally or the U.S. or global capital, credit or financial markets generally, including changes in commercial bank loan interest risks or currency exchange rates; (b) any fluctuations in prices of commodities used or purchased by Buyer; (c) any changes generally affecting the industry in which Buyer participates; (d) any changes required by GAAP; (e) any changes in, or required by, applicable Laws; (f) any effect of earthquakes, hurricanes, floods or other natural disasters; (g) any effect attributable to the announcement or pendency of the transactions contemplated by this Agreement or the identity of the Parties or their Affiliates; (h) any effect of acts of war (whether or not declared), armed hostilities, sabotage or terrorism; (i) any failure of any member of the Buyer Group to meet any projections, estimates or budgets for any period; and (j) any changes (in and of itself) in the market price or trading volume of the Buyer Common Stock, except, in the case of clauses (a) through (f) and (h), to the extent Buyer is disproportionately adversely affected thereby as compared to other companies in the industry in which Buyer operates.
Buyer Material Adverse Change means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or would reasonably be expected to have a material
Buyer Material Adverse Change means any material adverse change in, or effect on, the business, assets, liabilities (including contingent liabilities), financial condition and/or results of operations of the Buyer’s Immediate Group taken as a whole, save, in each case, to the extent the same arises directly from any matter (i) affecting or likely to affect generally all companies carrying on similar businesses in the Russian Federation (save to the extent any such matter disproportionally affects the Buyer’s Immediate Group), (ii) related to general economic conditions in the Russian Federation, including interest rates or the state of the securities or capital markets, (iii) arising as a consequence of earthquakes, acts of war, armed hostilities or terrorism or any material escalation thereof; (v) arising as a result of changes in applicable accounting principles; (vi) arising as a result of the transactions contemplated by the Transaction Documents and the announcement and completion of such transactions; (vii) taken or not taken at the request of, or with the consent of, the Seller; or (viii) any material change in, or effect on, the business, assets, liabilities or financial condition of the Buyer’s Immediate Group taken as a whole, which is cured (including by payment of money) by the Buyer or any Buyer Related Person;
Buyer Material Adverse Change means any effect or change that would be materially adverse to the business, assets, financial condition, operating results or operations of Buyer, taken as a whole; provided that none of the following, either alone or in combination, shall be considered in determining whether there has been a breach of a representation, warranty, covenant or agreement that is qualified by the term "Buyer Material Adverse Effect" or, as the case may be, whether a "Buyer Material Adverse Change" has occurred: (a) events, circumstances, changes or effects that do not have a materially disproportionate effect (relative to other industry participants) on Buyer, taken as a whole, and generally affect the industry in which Buyer operates; (b) general economic or political conditions or events, circumstances, changes or effects (i) that do not have a materially disproportionate effect (relative to other industry participants) on Buyer, taken as a whole, or (ii) affecting the securities markets generally; and (c) any change or effect that results from any action taken pursuant to or in accordance with this Agreement and the Ancillary Documents or at request of any of the Seller Parties.
Buyer Material Adverse Change has occurred: (a) events, circumstances, changes or effects that do not have a materially disproportionate effect (relative to other industry participants) on Buyer, taken as a whole, and generally affect the industry in which Buyer operates; (b) general economic or political conditions or events, circumstances, changes or effects (i) that do not have a materially disproportionate effect (relative to other industry participants) on Buyer, taken as a whole, or (ii) affecting the securities markets generally; and (c) any change or effect that results from any action taken pursuant to or in accordance with this Agreement and the Ancillary Documents or at request of any of the Seller Parties.
Buyer Material Adverse Change has the meaning set forth in the definition of DAL Material Adverse Change in the Master Agreement.