Combined Material Adverse Effect means any event, change, circumstance, effect, development or state of facts that, individually or in the aggregate, (A) is or is reasonably likely to become, materially adverse to the business, assets, financial condition, liabilities or results of operations of Xxxxx 0, Xxxxxx Xxxxxxxx and their respective Subsidiaries, taken as a whole; provided, however, that Combined Material Adverse Effect shall not include the effect of any event, change, circumstance, effect, development or state of facts arising out of or attributable to (1) general economic conditions, (2) the industries in which the Xxxxx 0, Xxxxxx Xxxxxxxx and their respective Subsidiaries operate, (3) changes in law, (4) changes in GAAP, (5) the negotiation, execution, announcement, pendency or performance of the Acquisition Agreement and the Amalgamation Agreement (as defined in the Acquisition Agreement) or the transactions contemplated thereby or the consummation of the transactions contemplated by the Acquisition Agreement and the Amalgamation Agreement, (6) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of the Acquisition Agreement, and (7) earthquakes, hurricanes, floods, or other natural disasters, except, in the case of the foregoing clauses (1) and (2), to the extent that such event, change, circumstance, effect, development or state of facts affects Xxxxx 0, Xxxxxx Xxxxxxxx and their respective Subsidiaries in a materially disproportionate manner when compared to the effect of such event, change, circumstance, effect, development or state of facts on other Persons in the industries in which Xxxxx 0, Xxxxxx Xxxxxxxx and their respective Subsidiaries operate, or (B) would prevent or materially impair or materially delay the ability of Level 3 or Global Crossing to perform its obligations under the Acquisition Agreement and the Amalgamation Agreement or to consummate the transactions contemplated thereby.
Combined Material Adverse Effect means any event, development, change or effect, that, individually or in the aggregate, has had, or would reasonably be likely to have (i) a material adverse effect on the financial condition, business, assets, liabilities, or results of operations of Borrower, Seller and their respective subsidiaries, taken as a whole, or (ii) would prevent or materially impair the ability of Borrower and Seller to consummate the Transaction; provided, however, that no event, development, change or effect (by itself or when aggregated or taken together with any and all other events, developments, changes or effects) 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 “Combined 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 Borrower and Seller 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 Borrower or Seller or the performance or compliance with the terms of the Merger Agreement (including in each case (i) any actions, challenges or investigations relating to the Merger Agreement or the Transaction made or brought by any current or former stockholders of Borrower or Seller and (ii) any loss of customers, suppliers or employees or any disruption in business relationships resulting therefrom), (D) any changes, effects, developments or events resulting from the failure of Borrower or Seller to meet internal or published forecasts, budgets, earnings or financial projections for any period or fluctuations in the trading price or volume of Borrower’s or Seller’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 date hereof, and whether or not pursuant to the declaration of a national emergency or war), or the occurrence of a military or terrorist attack, o...
Combined Material Adverse Effect means a Material Adverse Effect on Company or a Material Adverse Effect on Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, after the Effective Time.
Examples of Combined Material Adverse Effect in a sentence
Combined Material Adverse Effect means any individual or combination of events, changes or effects that are materially adverse to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or results of operations of such party in excess of $500,000.
Since September 30, 2009 (with respect to Holdings and its Subsidiaries immediately prior to the Acquisition) and since October 3, 2009 (with respect to the Acquired Business and its Subsidiaries), there shall not have occurred any Combined Material Adverse Effect.
Except for liabilities or obligations described in the E/One SEC Documents or the Disclosure Schedule, or liabilities or obligations that would not in the aggregate have a Combined Material Adverse Effect, neither E/One nor any of the property of E/One is subject to any material liability or obligation, whether absolute, contingent, known, or unknown, that was not included or adequately reserved against in the financial statements contained in the E/One SEC Documents.
Since the date of this Agreement, no event -------------------------- shall have occurred and be continuing that constitutes a Combined Material Adverse Effect that is not substantially the result of any concurrent PGE Material Adverse Effect.
A breach by E/One of one or more of its representations or warranties or a default in the observance or performance of one or more of its covenants or agreements under this Agreement, which breach or default is not cured within ten (10) days after E/One has notice thereof, except for breaches and defaults which, individually or in the aggregate, would not have a Combined Material Adverse Effect or materially impair the ability of the parties to consummate the transactions contemplated by the Agreement.
More Definitions of Combined Material Adverse Effect
Combined Material Adverse Effect means a material adverse effect on the condition, financial or otherwise, or on the earning, business, properties, operations or prospectus, whether or not arising from transactions in the ordinary course of business, of the Company, its subsidiaries and the Acquired Properties, taken as a whole.
Combined Material Adverse Effect means a material adverse effect on the business, operations, assets or financial condition of Corniche and its Subsidiaries (including Strandtek), taken as a whole.
Combined Material Adverse Effect means, any event, change, effect, development, condition or occurrence that is materially adverse on or with respect to the business, financial condition or continuing results of operations of the Company and its subsidiaries, taken as a whole, on a pro forma basis after giving effect to the Transactions contemplated to occur on the Facilities Closing Date (as defined in Annex B), other than any event, change, effect, development, condition or occurrence: (a) in or generally affecting the economy or the financial, commodities or securities markets in the United States or elsewhere in the world or the industry or industries in which the Company or such subsidiaries operate generally, or (b) resulting from or arising out of (i) any natural disasters or weather-related or other force majeure event or (ii) any changes in national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, the outbreak or escalation of hostilities or acts of war, sabotage or terrorism, in each ACI Worldwide, Inc. August 29, 2011 Page 3 case, to the extent that such event, change, effect, development, condition or occurrence does not affect the Company and such subsidiaries, taken as a whole, in a materially disproportionate manner relative to other participants in the business, industries and geographic region or territory in which the Company and such subsidiaries operate. As used in the prior paragraph, “Acquired Business Material Adverse Effect” means any event, change, effect, development, condition or occurrence that is materially adverse on or with respect to the business, financial condition or continuing results of operations of the Acquired Business, taken as a whole. Notwithstanding the foregoing, it is acknowledged and agreed that the definitions of “Combined Material Adverse Effect” and “Acquired Business Material Adverse Effect” shall immediately upon, or promptly following, execution of an Acquisition Agreement, be replaced by the corresponding definitions in such Acquisition Agreement with such modifications as may be agreed by the parties hereto (such definitions to be set forth on an addendum hereto which shall be signed by each of the parties hereto), and shall apply to the Acquired Business and/or Company and its subsidiaries to same extent set forth in the Acquisition Agreement; provided, however, that the Arranger shall be afforded a reasonable opportunity to revi...
Combined Material Adverse Effect means any individual or combination of events, changes or effects that are materially adverse to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or results of operations of such party in excess of $250,000. "Material Adverse Change" means any change that has resulted, will result or is likely to result in a Material Adverse Effect. The term "Disclosure Schedule" means the document delivered by GMHC to QL 3000 on the date hereof that sets forth certain exceptions to the representations and warranties contained in this Agreement under captions referencing each and every Section to which such exceptions apply (whether or not referred to in a particular representation or warranty), provided that information appropriately and expressly disclosed or qualified with respect to one representation or warranty in the Disclosure Schedule shall be deemed to have been disclosed or qualified with respect to any other applicable representation or warranty to the extent that the disclosure contains a clear statement of the relevant fact or facts so as to provide reasonable notice of the applicability of the disclosure to the unreferenced representation or warranty. GMHC hereby represents and warrants to QL 3000 as follows:
Combined Material Adverse Effect shall have the meaning set forth on Schedule 1.1.
Combined Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with any other change, effect, event, occurrence, state of facts or development, is or is reasonably likely to be materially adverse to the financial condition or results of operations, assets, liabilities or business of Holdings, the Target and their respective subsidiaries, taken as a whole (the “Combined Business”), provided that any material adverse change (including a prospective change) to the Combined Business’s, taken as a whole, business relationship with The Home Depot Inc., Xxxx’x Companies, Inc., Wal-Mart Stores, Inc., Menards, Inc. or Procter & Xxxxxx, Co. or any of their respective subsidiaries or affiliates with whom the Combined Business and its subsidiaries, taken as a whole, has a material business relationship as of the date hereof (collectively, the “Combined Business Major Customers”) shall constitute the basis for a Combined Material Adverse Effect or a material adverse change, since September 30, 2009 (with respect to Holdings and its Subsidiaries) and October 3, 2009 (with respect to the Target and its Subsidiaries); provided, however, that none of the following shall be deemed in itself, or in any combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Combined Material Adverse Effect: (a) any adverse change, effect, event, occurrence, state of facts or development attributable to the announcement or pendency of the transactions contemplated by the Acquisition Agreement (other than with respect to any of the Combined Business’s and its subsidiaries’ relationships with any Combined Business Major Customer); (b) any adverse change, effect, event, occurrence, state of facts or development affecting the lawn and garden industry (that does not disproportionately affect the Combined Business and its subsidiaries, taken as a whole), the United States economy as a whole or the capital markets in general; (c) any adverse change, event, development, or effect arising from or relating to changes in GAAP; (d) any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the terms of, or the taking of any action required by, the Acquisition Agreement (other than consummation of the closing of the transactions contemplated by the Acquisition Agreement itself); or (e) any adverse change, effect, ev...
Combined Material Adverse Effect. With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) that has a material adverse effect on the business, properties, financial condition, assets, operations or income of the Borrowers, their Restricted Subsidiaries, RailAmerica and its Subsidiaries, taken as a whole.