Buyer Xxxxx Xxxxxxxx Adverse Effect means any effect, change, circumstance, event, development, occurrence or condition that, individually or taken together with any other effect, change, circumstance, event, development, occurrence or condition, has had or would be reasonably likely to have a material adverse effect on (i) the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Buyer Group, taken as a whole; provided, however, that in determining whether there has been a Buyer Xxxxx Xxxxxxxx Adverse Effect, any effect, change, circumstance, event, development, occurrence or condition to the extent resulting from, relating to or arising out of any of the following shall be disregarded: (A) general United States or international economic conditions or conditions generally affecting the industry in which the Buyer Group operates; (B) any change in the credit, debt, financial, banking, securities, currency or capital markets in general (whether in the United States or any other country or in any international market) or in interest or exchange rates (including any disruption thereof and any decline in the price of any security or any market index); (C) any pandemic, national disaster, national or international political or social conditions, including but not limited to the engagement in hostilities by the United States, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or natural or man-made disaster or acts of God; (D) changes in Applicable Laws and/or Investment Laws and Regulations, GAAP or accounting rules; (E) any failure by any member of the Buyer Group to meet any projections, forecasts or estimates of revenue or earnings (as distinguished from any event that caused such failure); or (F) the identity of the Company Group or the announcement of the execution of this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; provided, further, that, with respect to clauses (A) to (F), the impact of such effect, change, circumstance, event, development, occurrence or condition is not disproportionately adverse to the Buyer Group, taken as a whole, as compared to other similarly situated companies engaged in the same business as the Buyer Group or (ii) the ability of the Buyer Group to consummate the transactions contemplated by this Agreement or the A...
Buyer Xxxxx Xxxxxxxx Adverse Effect means any change, effect or circumstance (such item, an “Effect”) that is materially adverse to (i) the business, financial condition or results of operations of Tower and its subsidiaries, taken as a whole, or (ii) the ability of any member of the Buyer Group to perform its obligations under or consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Buyer Xxxxx Xxxxxxxx Adverse Effect: (A) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole (other than fluctuations in the value of any currency), (B) any Effect that is the result of factors generally affecting the industry or specific markets in which Tower operates, (C) any Effect that is the result of an outbreak or escalation of hostilities involving Israel, Japan or the United States, the declaration by Israel, Japan or the United States of a national emergency or war, or the occurrence of any acts of terrorism, (D) any change in the price per share of Tower’s ordinary shares or a change in the trading volume of Tower’s ordinary shares (but not, in each case, the underlying cause of any such changes), (E) failing to meet or otherwise satisfy analyst or other third party expectations relating to Tower’s results of operations (but not the underlying cause of any such failure), (F) any Effect arising out of or resulting from actions contemplated by the Parties in connection with this Agreement or that is attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement (including a loss of customers or employees) or (G) any Effect arising from any change in any applicable Law.
Buyer Xxxxx Xxxxxxxx Adverse Effect means a material adverse effect on (a) the business, operations, condition (financial or otherwise) or results of operations of Buyer or Parent, taken as a whole, taken as a whole or (b) the ability of Buyer or Parent, or either one of them, to consummate the transactions contemplated hereby, but excluding, in the case of clause (a), any effect resulting after the date hereof from (i) any change, development, event or occurrence arising out of or relating to general economic or market conditions, (ii) any change, development, event or occurrence affecting the insurance industry generally, (iii) changes in applicable Law or GAAP, (iv) any change, development, event or occurrence arising out of or relating to natural catastrophe events, acts of terrorism, war (whether or not declared) or other hostilities, (v) the announcement of this Agreement and the transactions contemplated hereby, including any loss of or change in relationship with any customer or business partner, (vi) the performance by Buyer and Parent of their obligations under the Transaction Agreements (other than any effect resulting from (A) a violation or breach of any provision of the Organizational Documents of any of Buyer or Parent, (B) any conflict with or violation or breach of any provision of any applicable Law or (C) the requirement of any consent of any Person under, any breach of, or any default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or the giving to any Person of any rights of termination, acceleration or cancellation of, or creation of any Lien (other than Permitted Liens) on any of the assets or properties of Buyer or Parent pursuant to, any Contract to which Buyer or Parent is a party or by which either of them or any of their respective properties or assets is bound or subject, in each case, as a result of any such performance, action or failure to act) or any action or failure to act on the part of Buyer or Parent which action or failure to act is expressly requested or consented to in writing by Sellers or any one of them and (vii) any action on the part of any Company, any Seller or any of their Affiliates other than as required by any Transaction Agreement, to the extent that any such effect described in the preceding clauses (i) through (iv) does not materially and disproportionately affect Buyer and Parent, taken as a whole relative to other Persons engaged in the industries in which Buyer and Parent operat...
Examples of Buyer Xxxxx Xxxxxxxx Adverse Effect in a sentence
During the period from the date hereof to the Closing Date, there shall not have been any Buyer Xxxxx Xxxxxxxx Adverse Effect.
There is no Litigation pending against, or, to the knowledge of Buyer or Parent, threatened against or affecting, Buyer or Parent before any Governmental Authority which, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Xxxxx Xxxxxxxx Adverse Effect.
The following metered postage items are ineligible for refunds:* * * * *[Revise text of renumbered item d to read as follows:]d.
Since November 4, 2001 (i) no event, -------------------------- condition or circumstance has occurred that could, or could be reasonably likely to, have a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of MedSource or Buyer, other than events, conditions or circumstances solely attributable to general economic conditions (a "Buyer Xxxxx Xxxxxxxx Adverse Effect").
The Buyer Group is in compliance in all material respects with all Laws, except where the failure to be in compliance would not reasonably be expected to have a Buyer Xxxxx Xxxxxxxx Adverse Effect.
More Definitions of Buyer Xxxxx Xxxxxxxx Adverse Effect
Buyer Xxxxx Xxxxxxxx Adverse Effect. 4.8 "Buyer Group" First paragraph "Buyer Indemnitee" 10.3(a) "Buyer" First paragraph "Cap" 10.6(a) "Xxxxxxx" 3.31 "Cash Consideration" 2.3(b)(ii) "Certificates of Merger" 1.3 "Claims" 3.16(k) "Closing Date" 1.5 "Closing" 1.5 "Code" 3.9(b) "Company Audited Financial Statements" 3.5(a) "Company Material Adverse Effect" 3.6 "Company Shares" 2.1 "Company" First paragraph "Condominium" 6.8 "Consents" 3.4(b) "Contract" 3.4