Material Adverse Amendment definition
Material Adverse Amendment is defined in Section 8.14.
Material Adverse Amendment means an amendment, modification or waiver to the Merger Agreement that (i) (1) directly or indirectly increases the Merger Consideration (as defined in the Merger Agreement) payable in connection with the Merger, (2) waives, amends or modifies any condition to the obligation of Parent to consummate the Merger, (3) waives any breach of representation, warranty, covenant or agreement of Company contained in the Merger Agreement, (4) waives, amends or modifies any representation, warranty, covenant or agreement of Company so as to reduce the scope thereof, or the obligation thereunder, or (5) materially and adversely affects the Shareholder and (ii) is approved by the Parent’s Board of Directors regardless of whether in such vote the Shareholder’s nominee (if any) on the Parent’s Board of Directors (or the Shareholder in his capacity as a director) voted against such amendment. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift, placement in trust, or the Constructive Sale (as defined below) or other disposition of such security (excluding transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing, excluding any of the foregoing effected (A) pursuant to a court order, (B) pursuant to the Merger, (C) pursuant to a Rule 10b5-1 trading plan, (D) to any transferee if such transferee, prior to the Transfer, executes a binding agreement with Parent and the Company substantially in the form of this Agreement. As used herein, the term “Constructive Sale” shall mean, with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.
Material Adverse Amendment means an amendment to the Merger Agreement that (i) materially and adversely affects the Stockholder and (ii) has been approved by the Company’s Board of Directors.
Examples of Material Adverse Amendment in a sentence
As used herein, a "Material Adverse Amendment" is an amendment that (i) materially and adversely affects the Stockholder and (ii) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote R.
As used herein, a "Material Adverse Amendment" is an amendment that (i) materially and adversely affects the Stockholder and (ii) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote the Stockholder's nominees on AmeriSource's Board of Directors voted against such amendment.
Notwithstanding the foregoing, if any such amendment or supplement relates to changes in facts or circumstances occurring subsequent to the date of this Agreement and such amendment or supplement constitutes or reflects a Material Adverse Amendment, then such amendment or supplement shall be accepted by UniCapital subject to the provisions of Section 10.2 hereof.
As used herein, a "Material Adverse Amendment" is an amendment that (i) materially and adversely affects the Stockholder and (ii) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote the Stockholder voted against such amendment.
More Definitions of Material Adverse Amendment
Material Adverse Amendment means an amendment to the Merger Agreement that (i) materially and adversely affects the Stockholder and (ii) is approved by the Company’s Board of Directors notwithstanding the fact that in such vote the Stockholder’s nominee on the Company’s Board of Directors voted against such amendment. The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time prior during the Voting Period (as defined in the Voting Agreement), to act as the Stockholder’s attorney and proxy to vote all of the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to all of the Shares (including, without limitation, the power to execute and deliver written consents) at every annual or special meeting of stockholders of the Company (and at every adjournment or postponement thereof), and in every written consent in lieu of such meeting:
Material Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions (including the treatment of a condition as having been satisfied) of the Offer Documents compared to the terms and conditions that are included in the drafts of the Offer Documents delivered to the Administrative Agent in accordance with Section 4.01(g) that is materially adverse to the interest of the Lenders, taken as a whole, under the Loan Documents; it being acknowledged that: (i) any increase in the purchase price for J▇▇▇▇▇ Shares will be deemed materially adverse to the interest of the Lenders unless such increase is 10% or less and such increase is funded through Equity Issuances; (ii) any decrease in the purchase price for J▇▇▇▇▇ Shares of less than 10% will be deemed not to be materially adverse (and any such decrease in in excess of such threshold will be deemed to be materially adverse) to the interests of the Lenders, so long as the Commitments are reduced on a dollar-for-dollar basis by the full amount of such decrease; and (iii) any decrease in the Minimum Acceptance Condition shall be deemed to be materially adverse to the interest of the Lenders.
Material Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions of the Takeover Offer or Scheme (as the case may be) compared to the terms and conditions that are included in the draft of the Offer Press Announcement or the Scheme Press Release (as the case may be) delivered pursuant to Section 4.01(g) that is materially adverse to the interests of the Lenders, it being acknowledged (except as otherwise agreed in writing by the Lead Arranger) that a change to the consideration (other than to the extent the consideration consists of cash (in an amount per Evergreen Share not greater than the amount already offered)) for the Evergreen Shares would be materially adverse to the interests of the Lenders, and provided that any modification, amendment or waiver required pursuant to the City Code or by a court of competent jurisdiction or the Panel shall not be a Material Adverse Amendment. For the avoidance of doubt, a switch between a Takeover Offer and a Scheme shall not constitute a Material Adverse Amendment.
Material Adverse Amendment shall have the meaning set forth in Section 4(b)(i).