Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.
Closing Date Material Adverse Effect means with respect to any Person (as defined in the Merger Agreement), any change, effect, development or event that has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities, or results of operations of such Person and its Subsidiaries (as defined in the Merger Agreement), taken as a whole; provided, however, that no change, effect, development or event (by itself or when aggregated or taken together with any and all other changes, effects, developments or events) to the extent resulting from, arising out of, or attributable to, any of the following shall be deemed to constitute or be taken into account when determining whether a “Closing Date Material Adverse Effect” has occurred or may, would or could occur: (A) any changes, effects, developments or events in the economy or the financial, credit or securities markets in general (including changes in interest or exchange rates), (B) any changes, effects, developments or events in the industries in which such Person and its Subsidiaries operate, (C) any changes, effects, developments or events resulting from the announcement or pendency of the transactions contemplated by the Merger Agreement, the identity of the Borrower or the performance or compliance with the terms of the Merger Agreement (including, in each case, any loss of customers, suppliers or employees or any disruption in business relationships resulting therefrom, but excluding the effects of compliance with Section 5.01 of the Merger Agreement), (D) any changes, effects, developments or events resulting from the failure of such Person to meet internal forecasts, budgets or financial projections or fluctuations in the trading price or volume of such Person’s common stock (but not, in each case, the underlying cause of such failure or fluctuations, unless such underlying cause would otherwise be excepted from this definition), (E) acts of God, natural disasters, calamities, national or international political or social conditions, including the engagement by any country in hostility (whether commenced before, on or after the Closing Date, and whether or not pursuant to the declaration of a national emergency or war), or the occurrence of a military or terrorist attack, or (F) any changes in Applicable Law or GAAP (each as defined in the Merger Agreement) (or any interpretation thereof), except to the extent such changes, effects, developments or events resulting from or ...
Closing Date Material Adverse Effect with respect to the Target, any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate, has, or would be reasonably expected to have, a material adverse effect on the financial condition, properties, businesses or results of operations of the Target and its Subsidiaries (as defined in the Acquisition Agreement) taken as a whole; provided that the following (alone or in combination) shall not be deemed to have a “Closing Date Material Adverse Effect:” any change or event caused by or resulting from (A) changes in prevailing economic, political or market conditions, (B) changes in generally accepted accounting principles or requirements or interpretations thereof, (C) changes in applicable Laws (as defined in the Acquisition Agreement) or interpretations thereof by any Governmental Authority (as defined in the Acquisition Agreement) relating to the industries or markets in which the Target or any of its Subsidiaries (as defined in the Acquisition Agreement) is operated, (D) the execution, delivery and performance of the Acquisition Agreement or the consummation of the transactions contemplated thereby or the announcement thereof or any action taken pursuant to and in accordance with the Acquisition Agreement, (E) any outbreak of major hostilities, act of terrorism, act of God or other force majeure event occurring after the date of the Acquisition Agreement, (F) changes in the Target’s stock price or trading volume (unless due to a change or event that would separately constitute a “Closing Date Material Adverse Effect” with respect to the Target), or (G) any reclassification, in accordance with GAAP or requirements or interpretations thereof, of the Target’s obligations with respect to the Securities (as defined in the Acquisition Agreement) from long-term indebtedness to current indebtedness on the Target’s balance sheet, except, in the case of clauses (A), (B), (C) or (E), to the extent such changes or developments have a disproportionate effect on the Target and its Subsidiaries (as defined in the Acquisition Agreement) as compared to other participants in their industry.
Examples of Closing Date Material Adverse Effect in a sentence
There shall not exist any action, suit, investigation or proceeding pending in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Closing Date Material Adverse Effect.
Since June 4, 2017 there has not been any Closing Date Material Adverse Effect.
Since June 6, 2017, there shall have not been an event, change, effect or circumstance that, individually or in the aggregate has had, or that would reasonably be expected to result in, a Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.
Since the date of the Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect.
More Definitions of Closing Date Material Adverse Effect
Closing Date Material Adverse Effect means any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or financial condition of the Consolidated Group, taken as a whole, (B) a material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Borrower and the Guarantors taken as a whole to perform their obligations under any Loan Document, and (C) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or a Guarantor of any Loan Document to which it is a party.
Closing Date Material Adverse Effect a “Company Material Adverse Effect” as defined in the Merger Agreement.
Closing Date Material Adverse Effect shall have the meaning assigned to the term “Company Material Adverse Effect” in the Acquisition Agreement as in effect on the Closing Date (it being understood that capitalized terms used in such definition and defined in the Acquisition Agreement shall have the meanings ascribed to such terms in the Acquisition Agreement as in effect on the Closing Date).
Closing Date Material Adverse Effect has the meaning assigned to the term “Company Material Adverse Effect” in the Acquisition Agreement as in effect on August 8, 2018.
Closing Date Material Adverse Effect means any event, change, occurrence or effect that has a material adverse effect on (A) the business, assets, liabilities, capitalization, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole or (B) the ability of the Company to perform its obligations under the Agreement or consummate the Merger or any of the other transactions contemplated by the Agreement, other than, in the case of the foregoing clause (A), any change, effect, event or occurrence arising after the date of the Agreement to the extent resulting from (1) changes in general economic, financial market, business or geopolitical conditions, (2) general changes or developments in any of the industries in which the Company or its Subsidiaries operate, (3) natural disasters or calamities, (4) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof, (5) any change in the price or trading volume of the Company’s stock, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Closing Date Material Adverse Effect” shall not be excluded in determining the occurrence of a Closing Date Material Adverse Effect), (6) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Closing Date Material Adverse Effect” may be taken into account in determining the occurrence of a Closing Date Material Adverse Effect), (7) any outbreak or escalation of armed hostilities, any acts of war or terrorism, (8) other than for purposes of any representation or warranty contained in Section 3.4 of the Agreement, the announcement or pendency of the Agreement and the transactions contemplated thereby, including (x) any resulting loss or departure of officers or other employees of the Company or any of its Subsidiaries, or (y) any resulting termination of, reduction in or similar negative impact on the Company’s or any of its Subsidiaries...
Closing Date Material Adverse Effect a “Material Adverse Effect” (as defined in the Plumb Acquisition Agreement).
Closing Date Material Adverse Effect means “Osmotica Material Adverse Effect” (as defined in the Acquisition Agreement (as in effect on December 3, 2015)).