Holdings Material Adverse Effect means a material adverse effect on the business, results of operation or financial condition of Holdings and its subsidiaries, taken as a whole.
Holdings Material Adverse Effect means a material adverse effect on or material adverse change in (i) the assets, liabilities, financial condition or results of operations of Holdings, taken as a whole, other than any effect or change (a) that impacts the oil and gas midstream industry generally (including any change in the prices of crude oil, condensate, natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law or GAAP), (b) in United States or global political or economic conditions or financial markets in general, or (c) resulting from the announcement of the transactions contemplated by this Agreement and the Assignment Agreement and the taking of any actions contemplated by this Agreement or the Assignment Agreement, provided, that in the case of clauses (a) and (b), the impact on Holdings is not materially disproportionate to the impact on similarly situated parties in the oil and gas midstream industry, or (ii) the ability of Acacia to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Holdings Material Adverse Effect means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Holdings and its Subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed in and of 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 Holdings Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions, (ii) any changes or proposed changes of Law or GAAP (or, in each case, any authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which Holdings and its Subsidiaries conduct their businesses, (v) any changes resulting from the execution of this Agreement or the announcement or the pendency of the Mergers, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the Transactions (provided, that this clause (v) does not apply in the context of the representations and warranties set forth in Section 4.4), (vi) changes in Holdings’s stock price or the trading volume of Holdings’s stock or any change in the credit rating of Holdings (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of this Agreement, (viii) the failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), or (ix) any Proceeding arising from or relating to the Mergers or the other Transactions; provided, that in the case of clauses (i), (ii), (iii) and (iv), if and only to the extent such changes do not have a disproportionate impact on Holdings and its Subsidiaries, taken as a whole, ...
Examples of Holdings Material Adverse Effect in a sentence
There are no pending or, to the knowledge of Holdings, threatened, Actions and, to the knowledge of Holdings, there are no pending or threatened investigations, in each case, against Holdings, or otherwise affecting Holdings or its assets, including any condemnation or similar proceedings, which, if determined adversely, would constitute a Holdings Material Adverse Effect.
Holdings has all requisite corporate power and corporate authority and all necessary Permits to own, lease and operate its properties and to carry on its business as it is now being conducted, except where any failure to have such power and authority or Permits would not, individually or in the aggregate, be reasonably likely to have a Holdings Material Adverse Effect.
Except as a consequence of, or as expressly contemplated by, this Agreement and except as disclosed in the Holdings SEC Reports filed and publicly available prior to the date of this Agreement, since December 31, 2000, Holdings and its Subsidiaries have not experienced any event, development or change which would, individually or in the aggregate, be reasonably likely to have a Holdings Material Adverse Effect.
Holdings is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it requires such qualification, except where any failure to be so qualified or be in good standing would not, individually or in the aggregate, be reasonably likely to have a Holdings Material Adverse Effect.
Except as disclosed in the Holdings SEC Reports filed and publicly available prior to the date hereof, there are no Litigations pending, or to Holdings' knowledge, threatened against Holdings or any of its Subsidiaries, the outcomes of which, individually or in the aggregate, are reasonably likely to have a Holdings Material Adverse Effect.
More Definitions of Holdings Material Adverse Effect
Holdings Material Adverse Effect means any change, event, state of fact, circumstance or development, that, individually or when aggregated with other changes, events, states of fact, circumstances or developments, has had, or would reasonably be expected to have, a material adverse effect on the ability of Holdings to consummate the Transactions.
Holdings Material Adverse Effect means any event, occurrence, fact, condition or change that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Holdings to consummate the transactions contemplated hereby.
Holdings Material Adverse Effect means any adverse change in the business, properties, financial condition or results of operations of Holdings or any of its Subsidiaries, which, individually or together with any other such adverse change, is material to C&A and its Subsidiaries, taken as a whole, other than any such effect attributable to or resulting from (i) the public announcement of the transactions contemplated hereby or (ii) any adverse change in general economic conditions or in conditions affecting the automotive supplier industry generally. "Holdings SEC Reports" shall have the meaning ascribed to it in Section 4.7(a). "HSR Act" shall have the meaning ascribed to it in Section 3.3(a).
Holdings Material Adverse Effect means a material adverse effect on the assets, financial condition or operations of Holdings and its subsidiaries, taken as a whole, provided, however, that none of the following shall be or will be deemed to constitute and shall not be taken into account in determining the occurrence of a Holdings Material Adverse Effect: (i) any effect or change that results from the announcement or pendency of the transactions contemplated by this Agreement, (ii) any effect or change that results from the taking of any action contemplated by this Agreement or expressly permitted by Shareholders or Company pursuant to this Agreement, (iii) any effect or change relating to the economy in general, (iv) any effect or change relating to the industries in which Holdings and its subsidiaries operate or (v) any change in Laws or GAAP or interpretations thereof.
Holdings Material Adverse Effect has the meaning assigned to it in Section 3.01. “Holdings Preferred Units” has the meaning assigned to it in the Recitals of this Agreement. “Holdings Seller” has the meaning assigned to it in the Preamble of this Agreement. “HSR Act” has the meaning assigned to it in Section 2.03(b). “HSR Approval” has the meaning assigned to it in Section 7.02(a)(i). “Indebtedness” has the meaning assigned to it in Section 1.06(f)(v). “Intellectual Property” means all statutory and/or common law rights relating to intellectual property, including the following, in any and all countries: (i) all patents and patent applications, statutory invention registrations or similar rights, together with all reissuances, divisions, renewals, reexaminations, provisionals, continuations and continuations-in-part with respect thereto and including all foreign equivalents (collectively, “Patents”), (ii) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names, including all applications, registrations and renewals therefor, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”), (iii) internet domain names and social media handles, together with applications and registrations therefor (collectively, “Internet Properties”), (iv) copyrights and any other equivalent rights in works of authorship, and all applications and registrations and renewals therefor (collectively, “Copyrights”) and (v) trade secrets, know-how and confidential or proprietary business or technical information, in each case, that derives independent economic value, whether actual or potential, from not being known to other persons. “Internet Properties” has the meaning assigned to it in the definition of “Intellectual Property”. “IT Systems” has the meaning assigned to it in Section 4.16(f).
Holdings Material Adverse Effect means a material adverse effect on or material adverse change in (i) the assets, liabilities, financial condition or results of operations of
Holdings Material Adverse Effect means a material adverse effect on the business, results of operations or financial condition of Holdings and its Subsidiaries taken as a whole or (ii) a material adverse effect on Holdings’ or Merger Sub’s ability to consummate the Transactions on a timely basis; provided, however, that in determining whether a Holdings Material Adverse Effect has occurred, there shall be excluded any effect on the Holdings or its Subsidiaries relating to or arising in connection with (A) any adverse change, effect, event or occurrence, state of facts or developments to the extent the public announcement or the pendency of the Acquisition Agreement or the transactions contemplated thereby or any actions required to be taken (or refrained from being taken) in compliance therewith or otherwise with the consent of the other party thereto, including the impact thereof on the relationships of Holdings or any of its Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom Holdings or any of its Subsidiaries has any relationship and including any litigation brought by any shareholder of the Target or Holdings in connection with the Transactions, (B) any failure by Holdings to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (it being understood that this clause (B) does not and shall not be deemed to apply to the underlying cause or causes of any such failure), (C) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to the industries in which Holdings or its Subsidiaries operate, (D) changes generally affecting the industries in which Holdings or its Subsidiaries operate that are not specifically related to Holdings and its Subsidiaries and do not have a materially disproportionate adverse effect on the Holdings and its Subsidiaries, taken as a whole, (E) changes in economic conditions (including changes in the prevailing interest rates) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a materially disproportionate adverse effect on the Holdings and its Subsidiaries, taken as a whole or (F) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, or any declaration of war ...