MAC Event definition

MAC Event means any state of facts, circumstance, development, change or effect that, individually or in the aggregate, is having, or would reasonably be expected to have, a materially adverse effect on the operations, results of operations, or financial condition, of the InfraCo Business, taken as a whole, except for any such material adverse effect after the date of this Agreement arising out of, resulting from or relating to: (a) any change in general economic or political conditions that affects the industry generally (including, but not limited to, the Covid 19 pandemic) in which the InfraCo Business operates; (b) any act of terrorism, sabotage, military action or war (whether or not declared), in each case including any escalation or worsening thereof; (c) any adverse change arising from or relating to any actual or proposed change in accounting requirements applicable to any Group Company or, in each case, in the interpretation thereof (which, for the avoidance of doubt, excludes any violation of existing accounting rules not previously disclosed to the Buyer or otherwise dealt with under this Agreement); (d) the announcement of this Agreement or disclosure of this Agreement or the transactions contemplated by this Agreement (to the extent the disclosure in question was made by the Sellers, it must not have been made in breach of the terms of this Agreement); (e) compliance with the terms of this Agreement or actions which the Buyer has taken, consented to in writing or requested in writing; (f) the failure of the InfraCo Business or any Group Company to meet or achieve the results set forth in any projection, estimate, forecast or plan (it being acknowledged that the underlying cause of such failure may constitute a Material Adverse Effect); (g) the filing by any Seller or any member of the Sellers’ Group of the Chapter 11 Cases or the operation of any Seller or any member of the Sellers’ Group as a debtor in possession under the Bankruptcy Code if such filings contemplate, among other things, the consummation of the Transaction in accordance with an Acceptable RSA, an Acceptable PSA, or Acceptable Sale Order; and (h) any “event of default” or similar event under the Existing Debt Facilities if such “events of default” (i) are contemplated by or otherwise not inconsistent with an Acceptable RSA, an Acceptable PSA, or Acceptable Sale Order or (ii) do not result in a Seller Default under clause 5.5(a), in the case of each of the foregoing clauses (a) to (c) (i...

MAC Event is the occurrence of both: (a) a Material Adverse Change, and (b) Borrower’s failure to maintain unrestricted and unencumbered cash at Bank equal to or greater than Eighty Million Dollars ($80,000,000.00).

MAC Event means any event that causes a material adverse change to the business, properties, financial condition or results of operations of CSC or CSC’s parent Entity (to the extent CSC has a parent Entity) or the ability of CSC or CSC’s parent Entity (to the extent CSC has a parent Entity) to perform its obligations under this Agreement.

Examples of MAC Event in a sentence

• If a dispute exists as to whether an Operational MAC Event or Liabilities MAC Event has occurred, the dispute shall be presented to and resolved by the Bankruptcy Court.

• ZiLOG or the Informal Committee may declare the existence of an Operational MAC Event or Liabilities MAC Event by written notice to the other party.

• Even so, a lender might try to argue that, once it becomes clear that a breach will occur, subject only to the effluxion of time required to deliver the Compliance Certificate, this of itself constitutes a material adverse change (MAC) Event of Default (EoD) and that there is no need to wait until a Compliance Certificate is actually delivered to call the EoD.It will be important for a borrower to check the definition of “Material Adverse Effect” (MAE) to determine whether this argument could apply.

• Any one of Anacomp, the Agent or the Unofficial Committee will be reasonably entitled to declare the existence of a MAC Event pursuant to written notice furnished by such party on the other such parties.

• A MAC Event will also be deemed to occur upon the occurrence of a Material Adverse Change.

More Definitions of MAC Event

MAC Event means any change in the physical condition of the assets of the Group Companies, the Business, the financial condition or the operations of any of the Group Companies occurring from the date of this Agreement that results in or has resulted in a Material Effect, provided that under no circumstances shall a MAC Event result in any way from an Excluded Matter;

MAC Event means any change in the physical condition of the assets of the Group Companies, the Business, the financial condition or the operations of any of the Group Companies occurring from the date of this Agreement that results in or has resulted in a Material Effect, provided that under no circumstances shall a MAC Event result in any way from an Excluded Matter; “Maintained Affiliate Contracts” has the meaning given in Clause 9.3 (Post-Completion Covenants); “Marketing Services Agreement” means the marketing services agreement dated 15 December 2016 between Hess International Sales LLC and the Subsidiary; “Material Contract” means a contract, agreement, arrangement, guarantee or indemnity to which a Group Company is a party, from which a Group Company benefits or which imposes obligations on a Group Company, in each case which (a) involves payments or receipts by a Group Company of more than USD 1 million over its term; (b) involves the giving of a guarantee or indemnity by a Group Company which could reasonably be expected to result in a payment of more than USD 1 million; or (c) is not on arm's length terms; “Material Effect” means:

MAC Event means the occurrence of any of the following events: (i) any material adverse change, or any development reasonably likely to result in a material adverse change, in the condition of the financial markets in the United Kingdom, the United States, any member state of the EEA or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange rates or exchange controls; or (ii) trading in any securities of the Company being suspended or materially limited by the London Stock Exchange or the New York Stock Exchange on any exchange or over the counter market or any development reasonably likely to result in trading in any securities of the Company being suspended or materially limited by the London Stock Exchange or the New York Stock Exchange on any exchange or over the counter market, or trading generally on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange being suspended or materially limited or any development reasonably likely to result in trading generally on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange being suspended or materially limited, or minimum or maximum prices for trading being fixed or any development reasonably likely to result in minimum or maximum prices for trading being fixed, or maximum ranges for prices being required, by any of such exchanges or by such system or by order of the SEC, the National Association of Securities Dealers, Inc. or any governmental authority, or a material disruption occurring in commercial banking or securities settlement or clearance services in the United States or in the EEA or any development reasonably likely to result in a material disruption occurring in commercial banking or securities settlement or clearance services in the United States or in the EEA; or (iii) a banking moratorium being declared by the United States, the United Kingdom, a member state of the EEA, or New York authorities; or (iv) an adverse change or the official announcement by any governmental authority of a prospective adverse change in United States or United Kingdom taxation materially affecting the Existing Ordinary Shares or the Ordinary Shares or the transfer thereof or exchange...

MAC Event means the occurrence of any of the following events: (i) any material adverse change, or any development reasonably likely to result in a material adverse change, in the condition of the financial markets in the United Kingdom, the United States, any member state of the EEA or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange rates or exchange controls; or (ii) trading in any securities of the Company being suspended or materially limited by the London Stock Exchange or the New York Stock Exchange on any exchange or over the counter market or any development reasonably likely to result in trading in any securities of the Company being suspended or materially limited by the London Stock Exchange or the New York Stock Exchange on any exchange or other the counter market, or trading generally on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange being suspended or materially limited or any development reasonably likely to result in trading generally on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange being suspended or materially limited, or minimum or maximum prices for trading being fixed or any development reasonably likely to result in minimum or maximum prices for trading being fixed, or maximum ranges for prices being required, by any of such exchanges or by such system or by order of the SEC, the National Association of Securities Dealers, Inc. or any governmental authority, or a material disruption occurring in commercial banking or securities settlement or clearance services in the United States or in the EEA or any development reasonably likely to result in a material disruption occurring in commercial banking or securities settlement or clearance services in the United States or in the EEA; or (iii) a banking moratorium being declared by the United States, the United Kingdom, a member state of the EEA, or New York authorities; or (iv) an adverse change or the official announcement by any governmental authority of a prospective adverse change in United States or United Kingdom taxation materially affecting the Top up Securities or the transfer thereof or exchange controls being imposed by th...

MAC Event means a materially adverse change in Anacomp's financial performance or liabilities, as set forth in Section IV.T, below.

MAC Event means: (a) any proceeding, temporary restraining order, preliminary or permanent injunction, attachment or other order issued by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, which prohibits, prevents, restrains, restricts, or makes illegal the consummation of any of the transactions contemplated under this Agreement; (b) an Insolvency Event (i) in case of the Sellers, in respect of a Seller and/or any Target Company and/or Target Group Subsidiary; and (ii) in case of the Acquirer, in respect of any of the Acquirer Group Companies; (c) the occurrence of a Force Majeure Event which may, in the reasonable opinion of the Bankers (defined hereinafter), have an or is likely to have an adverse impact in the ability of the Acquirer Group to undertake and/or consummate the IPO.

MAC Event means any of a MAC Casualty Event or a MAC Warranty Event occurring after the Execution Date;