ListCo Impairment Effect means an event, circumstance, fact, change or development that has a material adverse effect on the ability of ListCo to consummate the Transactions, which shall include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of ListCo Class A Ordinary Shares on, the Nasdaq.
ListCo Impairment Effect means an effect, development, circumstance, fact, change or event that has a material adverse effect on the ability of ListCo to consummate the Merger, which shall include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of American Depositary Shares representing ListCo Ordinary Shares on, Nasdaq.
ListCo Impairment Effect means an effect, development, circumstance, fact, change or event that has a material adverse effect on (x) ListCo and its Subsidiaries or the results of operations, prospects, or financial condition of ListCo and its Subsidiaries, in each case, taken as a whole or (y) the ability of ListCo and its Subsidiaries to consummate the Transactions (which shall include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of ListCo Ordinary Shares on, the Nasdaq); provided, however, that, solely with respect to the foregoing clause (x), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “ListCo Impairment Effect” (a) any change in Law, regulatory policies, accounting standards or principles (including GAAP) or any guidance relating thereto or interpretation thereof, in each case after the date hereof; (b) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets); (c) any change affecting any of the industries in which ListCo and its Subsidiaries operate or the economy as a whole; (d) any epidemic, pandemic or disease outbreak (including COVID-19 and any COVID-19 Measures), (e) the announcement or the execution of this Agreement, the pendency of the Transactions, or the performance of this Agreement, including losses or threatened losses of employees, customers, suppliers, vendors, distributors or others having relationships with ListCo and its Subsidiaries; (f) any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other Force Majeure event; (g) any acts of terrorism, sabotage, war, riot, the outbreak or escalation of hostilities, or change in geopolitical conditions; (h) any failure of ListCo or its Subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, that this clause (h) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of ListCo Impairment Effect)); provided, fu...
Examples of ListCo Impairment Effect in a sentence
To the Knowledge of ListCo, no third party is infringing upon, misappropriating or otherwise violating any Owned Intellectual Property in any manner that would reasonably be expected to have, individually or in the aggregate, a ListCo Impairment Effect.
To the Knowledge of ListCo, there has been no unauthorized access, use or disclosure, in each case that would reasonably be expected to have, individually or in the aggregate, a ListCo Impairment Effect, of any source code, trade secrets or other material confidential information of ListCo.
Since the date of this Agreement, no ListCo Impairment Effect shall have occurred.