Material Adverse Effect on Buyer definition

Material Adverse Effect on Buyer means any event, state of facts, circumstance, development, change, effect or occurrence that is materially adverse to the business, financial condition or results of operations of Buyer, taken as a whole, or may reasonably be expected to prevent or materially delay or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Material Adverse Effect on Buyer has the meaning set forth in Section 5.4.

Material Adverse Effect on Buyer means any change, effect or circumstance of or relating to Parent and its subsidiaries (including Buyer) that (i) has been or is reasonably likely to be materially adverse to the business, assets (including intangible assets), liabilities, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent the consummation of the transactions contemplated hereby, provided, however, that none of the following shall be deemed (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 Material Adverse Effect on Buyer: (i) any failure on the part of Parent or Buyer to meet, or any revision by Parent or Buyer to, estimates, predictions, projections or forecasts (but not the underlying causes of such failure or revision), (ii) any adverse change demonstrated by Parent or Buyer to be directly caused by (A) the pendency of the transactions contemplated by this Agreement, the Loan Facility or the shared services agreement to be negotiated and entered into by the parties (including any litigation, loss of employees, cancellation of or delay in customer orders, reduction in revenue or net income or disruption of business relationships demonstrated by Parent or Buyer to be directly so caused); (B) conditions generally affecting the radio frequency and microwave components manufacturing industry, the United States economy or financial markets or any foreign economy or financial markets in any location where Parent or Buyer has material operations or sales, which conditions do not uniquely or disproportionately affect Parent and its subsidiaries, taken as a whole; (C) the fact (in and of itself) that Seller has taken any action which was previously approved or consented to by Seller in writing; or (D) any material breach of this Agreement (or any other agreement between Seller and Parent or Buyer) by Seller; or (iii) a reduction in the trading price or volume of Parent’s common stock.

Examples of Material Adverse Effect on Buyer in a sentence

• No waiver, consent, approval or authorization of any Governmental Entity or any third party is required to be obtained or made by Buyer or Buyer Sub in connection with its execution, delivery or performance of this Agreement the failure of which to obtain or make, individually or in the aggregate, would have or result in a Material Adverse Effect on Buyer.

• Buyer is qualified to transact business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify has not and would not reasonably be expected to have a Material Adverse Effect on Buyer.

• Buyer has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer.

• There are no governmental orders applicable to Buyer which have had a Material Adverse Effect on Buyer.

• Buyer is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Buyer to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer.

More Definitions of Material Adverse Effect on Buyer

Material Adverse Effect on Buyer has the meaning set forth in Section 4.5, as limited by Section 13.2.

Material Adverse Effect on Buyer means a material adverse effect on the business, properties, operations, assets, condition (financial or otherwise) or operating results of the Buyer.

Material Adverse Effect on Buyer means any change, effect or circumstance (such item, an “Effect”) that, when taken individually or together with all other Effects, is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business or operations of Buyer and its subsidiaries, taken as a whole; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect on Buyer: (A) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole, (B) any Effect that is the result of factors generally affecting the industry or specific markets in which Buyer competes, (C) any Effect that is the result of an outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war, or the occurrence of any acts of terrorism, (D) any Effect arising out of or resulting from the actions expressly contemplated by the Parties in connection with this Agreement, or (E) any Effect resulting from the loss, diminution or disruption of Buyer’s existing or prospective customer, distributor or supplier relationships that Buyer successfully bears the burden of proving directly results from or is directly attributable to the public announcement of the transactions contemplated by this Agreement.

Material Adverse Effect on Buyer means any circumstance, change in, or effect on Buyer, that is materially adverse to the earnings, financial condition or prospects of Buyer or to the ability of Buyer to consummate the transactions contemplated by this Agreement provided, however that none of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect on Buyer: (i) a change that results from conditions affecting the digital video editing industry generally, (ii) a change that results from conditions affecting the U.S. or the world economy generally, or (iii) a decline in Buyer's Common Stock price as quoted on Nasdaq (in and of itself, as distinguished from the circumstances, change or effect that may have triggered such decline).

Material Adverse Effect on Buyer has the meaning set forth in Section 5.4, as limited by Section 14.1, of the Master Agreement.

Material Adverse Effect on Buyer means a circumstance, state of facts, event, consequence or result that materially and adversely affects, or could reasonably be expected to affect materially and adversely the ability of Buyer to consummate the transactions which it is required to consummate hereunder.

Material Adverse Effect on Buyer means a change, event, violation, inaccuracy, circumstance or effect that materially and adversely affects Buyer taken as a whole, or the ability of Buyer to consummate the transactions which it is required to consummate hereunder, except as results primarily from (i) the effect of the public announcement, pendency or consummation of the transactions contemplated hereby, or (ii) changes in general economic conditions or changes affecting the industry generally in which Buyer operates (provided that such changes do not affect Buyer in a disproportionate manner); provided, however, that with respect to the foregoing clauses (i) and (ii), Seller shall bear the initial burden of proof of establishing that any such change, event, violation, inaccuracy, circumstance or effect is not attributable or does not result primarily from the effect of the public announcement, pendency or consummation of the transactions contemplated hereby or changes in general economic conditions or changes affecting the industry generally in which Buyer operates.