Company Xxxxx Xxxxxxxx Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, is or is reasonably likely to be materially adverse to (i) the business, condition (financial or otherwise), assets, prospects, liabilities or results of operations of the Company and its Subsidiaries taken as a whole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement and to perform its obligations under the Transaction Documents; provided, however, that clause (i) shall not include any event, circumstance, change or effect resulting from (y) changes in general economic conditions or changes in securities markets in general that do not have a materially disproportionate effect (relative to other industry participants) on the Company or its Subsidiaries or (z) general changes in the industries in which the Company and the Company Subsidiaries operate, except those events, circumstances, changes or effects that adversely affect the Company and its Subsidiaries to a materially greater extent than they affect other entities operating in such industries.
Company 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 Company Group, taken as a whole; provided, however, that in determining whether there has been a Company 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 Company 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 Company 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 Buyer Group or the announcement of the execution of this Agreement, the Ancillary Agreements, the transactions contemplated hereby or thereby or the Buyer Group’s disclosure of its plans or intentions with respect to the conduct of the business of the Company Group after the Closing (including, in each case, the impact thereof on relationships, contractual or otherwise, with, or actual or potential loss or impairment of, customers, suppliers, vendors, partners, employees or Governmental Entities); provided, further, that, with respect to clauses (A) to (F), the impac...
Company Xxxxx Xxxxxxxx Adverse Effect means any event, change, development, effect, condition, circumstance, matter, occurrence, or state of facts (“Event”) that, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, properties, operations or condition (financial or otherwise) of the Company Group taken as a whole or (ii) has or would reasonably be expected to prevent or materially impair the ability of any of the Company or its Subsidiaries to perform their respective obligations under this Agreement or the Ancillary Documents or to consummate the transactions contemplated hereby or thereby; provided, that, solely for the purposes of the foregoing clause (i), none of the following Events, whether alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be a Company Xxxxx Xxxxxxxx Adverse Effect: (a) any change after the date hereof in global or national economic, monetary or financial conditions, including changes or developments in prevailing interest rates, credit markets, securities markets, general economic or business conditions or currency exchange rates, or political, legislative or regulatory conditions, (b) any (i) natural disasters, war, armed hostilities or terrorism or sabotage, or (ii) pandemic, including the COVID-19 pandemic, and any future resurgence, or evolutions or mutations of COVID-19 or related disease outbreaks, epidemics or pandemics, or in the case of each of the foregoing clauses (i) and (ii), any escalation or worsening thereof, (c) any change after the date hereof in the industry in which the Company Group operates, (d) any change after the date hereof in Law or GAAP (or the applicable accounting standards in any jurisdiction outside of the United States in which the Company Group operates) or the authoritative interpretation or enforcement thereof, (e) the negotiation, execution, delivery, performance, consummation or announcement of this Agreement (provided, that, this clause (e) shall not apply with respect to any representations, warranties or conditions that address the Company Group’s ability to enter into this Agreement, perform its obligations hereunder or consummate the transactions contemplated hereby, or the effects therefrom), (f) any change resulting from any action taken or failed to be taken by the Company Group or its Affiliates as expressly required by the te...
Examples of Company Xxxxx Xxxxxxxx Adverse Effect in a sentence
Each member of the Company Group is qualified or licensed to do business in all jurisdictions in which the character of the properties owned or held under lease by it or the nature of its business makes qualification necessary, except where the failure to be so qualified or licensed would not reasonably be expected to result in a Company Xxxxx Xxxxxxxx Adverse Effect.
Each of the Company and the Subsidiaries (collectively referred to herein as the “Company Group”) is qualified or licensed to do business in the jurisdictions listed in Section 2(c) of the Schedule of Exceptions, except for any failure to be so qualified or licensed that would not have a Company Xxxxx Xxxxxxxx Adverse Effect.
There are no facts, circumstances or conditions which the Company has not disclosed in the Memorandum and of which the Company is aware that has had or that could reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect (as defined in Section 2(c) below).
During the period from the date hereof to the Closing Date, there shall not have been any Company Xxxxx Xxxxxxxx Adverse Effect.
There are no facts, circumstances or conditions which the Company has not disclosed in the Offering Materials or timely disclosed in any SEC Report and of which the Company is aware that has had or that could reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect (as defined in Section 2(c) below).
Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Xxxxx Xxxxxxxx Adverse Effect, none of the Group Companies has used, disclosed, transferred, or otherwise processed any Personal Data in any manner that violates any Data Protection Law or is inconsistent with the terms of any Material Contract.
Except as would not reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect, a Group Company (i) owns and has legal and equitable title to each material Company Group Intellectual Property Right free and clear of any Liens (other than Permitted Liens) and (ii) has valid and legally enforceable rights to use all Intellectual Property Rights used in, material to or necessary to the conduct of the business of the Group Companies as currently conducted.
Except as would not reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Company Group Owned Intellectual Property Rights for the Group Companies has signed an agreement assigning to such Group Company ownership of all right, title and interest of such Persons in such Company Group Owned Intellectual Property Rights.
Each of the Group Companies is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Company Xxxxx Xxxxxxxx Adverse Effect.
Except as would not reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect, the Group Companies hold, to the extent legally required, all permits, licenses, variances, clearances, registrations, consents, commissions, franchises, exemptions, Orders, authorizations and approvals from Authorities (“Permits”) that are required for the operation of the business of the Group Companies as currently conducted.
More Definitions of Company Xxxxx Xxxxxxxx Adverse Effect
Company Xxxxx Xxxxxxxx Adverse Effect in this Section 1.1.
Company 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) or results of operations of the Company Group, taken as a whole; provided, however, that in determining whether there has been a Company 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 Company 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 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) any Contagion Event or Contagion Measure; (E) changes in Applicable Laws and/or Investment Laws and Regulations, GAAP or accounting rules; (F) any failure by any member of the Company Group to meet any projections, forecasts or estimates of revenue or earnings (as distinguished from any event that caused such failure); or (G) the identity of the Buyer Group or the announcement of the execution of this Agreement, the Ancillary Agreements, the transactions contemplated hereby or thereby or the Buyer Group’s disclosure of its plans or intentions with respect to the conduct of the business of the Company Group after the Closing (including, in each case, the impact thereof on relationships, contractual or otherwise, with, or actual or potential loss or impairment of, customers, suppliers, vendors, partners, employees or Governmental Entities); provided, further, that, with respect to clau...
Company Xxxxx Xxxxxxxx Adverse Effect means any event, change, development, effect, condition, circumstance, matter, occurrence, or state of facts (each, an “Event”) that, individually or in the aggregate, has had or is reasonably expected to have a material adverse effect on (a) the business, operations or financial condition of the Company Group taken as a whole, or (b) the ability of the Company to effect the Closing and consummate the Contemplated Transactions prior to the Termination Date; provided, that, for purposes of clause (a) only, none of the following Events whether alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be a Company Xxxxx Xxxxxxxx Adverse Effect: (i) any event, change or development in global or national economic, monetary or financial conditions, including changes or developments in prevailing interest rates, credit markets, securities markets, general economic or business conditions or currency exchange rates, or political, legislative or regulatory conditions, (ii) the occurrence of any act of God, other calamity or force majeure events (whether or not declared as such), including any war, terrorism, man-made catastrophe, strike, labor dispute, civil disturbance, or any escalation of any of the foregoing, or any natural disaster, fire, flood, hurricane, tornado, or other catastrophic weather event, (iii) the occurrence of any pandemic (including the COVID-19 pandemic, and any future resurgence, or evolutions or mutations, of COVID-19), (iv) any event, change or development in the industry in which the Company Group operates, (v) any change in Law or GAAP (or the applicable accounting standards in any jurisdiction outside of the United States) or the interpretation or enforcement thereof, (vi) the negotiation, execution, delivery, performance, consummation or announcement of this Agreement, (vii) any change resulting from any action taken or failed to be taken by the Company Group or its Affiliates in compliance with the terms of this Agreement or at the request of, or with the prior written consent of, Parent, or (viii) any failure of the Company Group to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates of earnings or revenues, or business plans (it being understood that the facts and circumstances giving rise or contributing to any such failure may, unless otherwise excluded by another clause in this ...
Company Xxxxx Xxxxxxxx Adverse Effect mean (a) a material adverse effect upon the Business, assets, condition (financial or otherwise), operating results or Liabilities of the Company Group, taken as a whole; provided, however, that the following will not be considered when determining whether a Company Xxxxx Xxxxxxxx Adverse Effect has occurred: (i) any general social, political or economic condition or event, the effects of which are not specific or unique to the Company Group, including stock market fluctuations, exchange rate fluctuations, acts of war or terrorism, or the consequences of the foregoing; (ii) the general condition of the fertilizer or sulfuric acid industries, including any change in such general industry conditions; or (iii) any change in Law or GAAP or the interpretation thereof, except, in the case of clauses (i) and (ii), to the extent that the Company Group is disproportionately affected by such condition, event or change as compared to other Persons engaged in the business in which the Company Group operates or (b) a material adverse effect on Seller’s ability to consummate the transactions contemplated hereby.
Company Xxxxx Xxxxxxxx Adverse Effect means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of Company Group, taken as a whole, or to the ability of Equityholders or Company Group to consummate timely the transactions contemplated by this Agreement, including without limitation, any material adverse changes to the Medicaid/Waiver home health programs in the States of Ohio or Pennsylvania occurring between the date of this Agreement and the Closing Date except for any materially adverse change that is caused by or arises from one or more of (A) changes to economic, political or business conditions affecting the financial markets generally, (B) the announcement or pendency of this Agreement and the transactions contemplated hereby, compliance with the terms hereof or the disclosure of the fact that Parent is the prospective owner of the Company, including any litigation arising from any of the foregoing, (C) the existence or occurrence of war, acts of war, terrorism or similar hostilities, or (D) changes in Legal Requirements of general applicability or interpretations thereof by courts of Governmental Authorities.