Material Adverse Effect on Purchaser definition
Material Adverse Effect on Purchaser means an effect (or circumstance involving a prospective effect) on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of Purchaser and its subsidiaries taken as a whole which is materially adverse.
Material Adverse Effect on Purchaser means any change, effect, event or occurrence that has, or is reasonably likely to have, individually or in the aggregate, a material adverse impact on (i) the business, financial position or results of operations of Purchaser (and after giving effect to the Closing, together with JANY) or (ii) the ability of Purchaser to consummate the transactions contemplated by this Agreement and the Transition Services Agreement; provided that "Material Adverse Effect on Purchaser" shall be deemed to exclude the impact of (i) changes in Laws or interpretations thereof by any Governmental entity relating to or affecting the business of Purchaser and (ii) changes in GAAP or SAP.
Material Adverse Effect on Purchaser means (a) a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of Purchaser and its subsidiaries, considered as a whole, or (b) the effect of preventing or materially interfering with Purchaser's ability to consummate the Contemplated Transactions; provided that no effect resulting, individually or in the aggregate, from macro-economic events or general market-related changes shall be a Material Adverse Effect on Purchaser unless Purchaser is affected by such events or changes in a manner that is substantially disproportionate when compared to competitor or peer businesses.
Examples of Material Adverse Effect on Purchaser in a sentence
Purchaser is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification and the failure to be so qualified would have a Material Adverse Effect on Purchaser.
Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on Purchaser.
Purchaser is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on Purchaser, and Purchaser has not received written notice alleging any violation of applicable Law in any material respect by Purchaser.
Purchaser is duly qualified or licensed as a foreign corporation to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on Purchaser.
Purchaser has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material Adverse Effect on Purchaser.
More Definitions of Material Adverse Effect on Purchaser
Material Adverse Effect on Purchaser means (i) a material adverse effect on the business, assets, properties, results of operations or financial condition of Purchaser taken as a whole or (ii) a material adverse effect on the Purchaser's ability to enter into or perform its obligations under this Agreement.
Material Adverse Effect on Purchaser has the meaning given in Section 16.4(a).
Material Adverse Effect on Purchaser means (a) a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of Purchaser and its subsidiaries, considered as a whole, or (b) the effect of preventing or materially interfe ring with Purchaser’s ability to consummate the Contemplated Transactions; provided that no effect resulting, individually or in the aggregate, from macro-economic events or general market- related changes shall be a Material Adverse Effect on Purchaser unless Purchaser is affected by such events or changes in a manner that is substantially disproportionate when compared to competitor or peer businesses.
Material Adverse Effect on Purchaser means (i) a material adverse effect on the business, assets, properties, results of operations or financial condition of Purchaser related to the Purchaser's acquisition of the Stock or
Material Adverse Effect on Purchaser means a circumstance, state of facts, event, consequence, result or change that materially and adversely affects, or could reasonably be expected to affect materially and adversely, the condition (financial or other), operating results of CUI and its subsidiaries, considered as a whole, or the ability of Purchaser to consummate the transactions it is required to consummate hereunder or under any of the Related Agreements to which it is or will be a party.
Material Adverse Effect on Purchaser means, except as it relates to the ▇▇▇▇▇▇▇▇ Assets, with respect to the Company or the Purchaser, as applicable, any state of facts, event, change, effect or circumstance, development, occurrence, or condition that has been, or would be reasonably likely to be, individually or in the aggregate, materially adverse to the assets, business, operations, properties, liabilities (whether absolute, accrued, contingent or otherwise), capitalization, financial condition or results of operations of the Company or the Purchaser, as applicable, taken as a whole or, in respect of the Company, on the ability of the Company or [name of party redacted] to consummate the Transaction, or in respect of the Purchaser on the ability of the Purchaser to consummate the Transaction; provided, however, that in no event shall any of the following, either alone or in combination, be deemed to constitute or contribute to a Material Adverse Effect on Company or a Material Adverse Effect on the Purchaser, as applicable, or otherwise be taken into account in determining whether a Material Adverse Effect on Company or a Material Adverse Effect on the Purchaser, as applicable, has occurred or is existing:
Material Adverse Effect on Purchaser means any change, condition, event or effect (or any development that has had or is reasonably likely to have any change or effect) that, individually or in the aggregate with any such other change, condition, event or effect is or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Purchaser and its subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect on Purchaser: (i) any failure by the Purchaser to achieve projected revenue or operating results, (ii) any change in the market price or trading volume of the capital stock of Purchaser after the date hereof, (iii) changes, events or occurrences in the United States securities markets which are not specific to Purchaser, (iv) any adverse changes, events, developments or effects arising from or relating to general business or economic conditions or the general conditions of the industry in which Purchaser participates which are not specific to Purchaser and its subsidiaries, (v) any outbreak or escalation of hostilities involving the United States or Germany or the occurrence of any act of terrorism (except acts directed specifically at Purchaser or its subsidiaries), (vi) any adverse change, result, event, development or effect arising from or relating to any change in US GAAP, (vii) any adverse changes, conditions, events, or developments reasonably attributable to the execution or announcement of this Agreement, (viii) the effect on Purchaser of out-of-pocket fees or expenses (including legal, accounting and financial advisory fees and expenses) incurred by Purchaser in connection with the transactions contemplated by this Agreement or (ix) any adverse changes, conditions, events or developments which have lead to, or would reasonably be expected to lead to, Losses which, in the aggregate, do not exceed EUR 25,000,000.00. Notwithstanding the foregoing, Seller shall continue to be obliged to carry out the Closing despite the occurrence of a Material Adverse Effect on Purchaser if Purchaser agrees to (i) share any resulting Losses of Seller in excess of EUR 25,000,000.00 and up to EUR 50,000,000.00 not covered under the Purchaser's guarantees on a 50:50 basis and (ii) to indemnify Seller ...