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 (x) failure of the Company to receive the Approvals (as defined below), (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 (a) any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise) or results of operations of the Company Group taken as a whole or (b) any change, event, occurrence or effect that would, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Company Xxxxx Xxxxxxxx Adverse Effect: any change, effect, event, occurrence, state of facts or development attributable to (i) the announcement or pendency of the Transactions, including any employee attrition and any impact on revenues or relationships with suppliers, customers or any other Persons having business dealings with Parent in respect of the Business or with any member of the Company Group; (ii) conditions affecting the industry in which the Company Group participates, general political conditions, the economy as a whole or the financial and capital markets in general (including currency fluctuations and interest rates) or the markets in which the Company Group operates; (iii) compliance with the terms of, or the taking of any action required by, this Agreement; (iv) any change in, or proposed or potential change in, applicable Laws or the interpretation thereof; (v) actions required to be taken under applicable Laws or Contracts; (vi) any change in GAAP or other accounting requirements or principles or the interpretation thereof; (vii) the failure of Parent or any member of the Company Group to meet or achieve the results set forth in any projection or forecast (provided, that this clause (vii) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Company Xxxxx Xxxxxxxx Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Xxxxx Xxxxxxxx Adverse Effect)); (viii) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism; (ix) any actual or potential sequester, stoppage, shutdown, def...
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.
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).
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.
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 result, event, occurrence, condition or change that is, or would reasonably be expected to become, individually or in the aggregate materially adverse to (a) the business, condition (financial or otherwise) or results of operations or assets of the Company Group, taken as a whole, or (b) the ability of Sellers to consummate the transactions contemplated hereby on a timely basis; provided, however, that any adverse effect arising out of, resulting from or attributable to (i) an event or circumstance or series of events or circumstances affecting (A) the United States or the global economy generally or such capital, credit or financial markets generally, including (1) changes in interest or exchange rates and (2) any suspension of trading in securities, (B) political conditions of the United States, or (C) any of the industries in which the Company Group operates; (ii) the announcement or consummation of the transactions contemplated by, or the performance of obligations under, this Agreement or the other Transaction Documents, including effects related to the identity of Buyers or their Affiliates, compliance with the covenants contained herein or therein or the failure to take any action as a result of any restrictions or prohibitions set forth herein or therein; (iii) any actual or proposed changes in applicable Law or GAAP or the enforcement or interpretation thereof; (iv) actions specifically permitted to be taken or omitted pursuant to this Agreement or taken with Buyers’ written consent; (v) any acts of God, including tornados, earthquakes, hurricanes, flooding, disease outbreaks, pandemics, epidemics, public health crises or other similar events, including the COVID-19 pandemic, or the continuation or any worsening of such events or circumstances; (vi) any hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism or military actions; (vii) any adverse change in or effect on the business of the Company Group that is caused by any delay in consummating the Closing as a result of (A) any violation or breach by Buyers of any covenant, agreement, representation or warranty contained in this Agreement, (B) the institution of any action or Proceeding challenging the validity or legality, or seeking to restrain the consummation of, or rescind, the transactions contemplated by this Agreement by any Governmental Authority or third party, or (C) the failur...
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.
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 ...