Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.
Material Adverse Effect on the Company means any event, state of facts, circumstance, development, change, effect or occurrence that is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any event, state of facts, circumstance, development, change, effect or occurrence resulting from (A) changes in general economic or political conditions or the securities, credit or financial markets in general, (B) general changes or developments in the business in which the Company and its Subsidiaries operate, including any changes in applicable Law affecting such business, including generally applicable rules, regulations and administrative policies of the FDA, or published interpretations thereof, (C) the announcement of this Agreement or the pendency of the transactions contemplated hereby, including any fees or expenses incurred in connection therewith, (D) the identity of Parent or any of its Affiliates as the acquiror of the Company, (E) compliance with the terms of, or the taking of any action required to be taken by this Agreement or consented to by Parent, (F) any acts of terrorism or war or any natural disaster or weather-related event, (G) changes in generally accepted accounting principles or the interpretation thereof, (H) changes in the price or trading volume of the Common Stock (provided that this clause (H) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving rise to such change in price or trading volume does not constitute or contribute to a Material Adverse Effect on the Company), (I) any failure to meet internal or published projections, forecasts or revenue or earning predictions or any downward revisions for any period (provided that this clause (I) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving rise to such failure does not constitute or contribute to a Material Adverse Effect on the Company), or (J) any legal proceedings made or brought by any of the current, former or future stockholders of the Company (on their own behalf or on behalf of the Company) arising out of or related to this Agreement or the Merger, except, in the case of the foregoing clause (A), (B) or (F), to the extent such changes or developments referred to therein would reasonably be expected to have a materially disproportionate negative i...
Material Adverse Effect on the Company has the meaning ascribed to such term in the Merger Agreement (as in effect on the Closing Date).
Examples of Material Adverse Effect on the Company in a sentence
There is no pending or, to the Knowledge of the Company, threatened Action to which the Company is subject which would reasonably be expected to have a Material Adverse Effect on the Company.
The Company is duly qualified or licensed and in good standing to conduct business in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except for any deviations from any of the foregoing that would not reasonably be expected to have a Material Adverse Effect on the Company.
The Company holds all 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 Permit or for such Permit to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Company.
All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.
To the Knowledge of the Company, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or which is currently threatened in writing against the Company or any of its properties or any of its officers or directors (in their capacity as such), which could reasonably be expected to have a Material Adverse Effect on the Company.
More Definitions of Material Adverse Effect on the Company
Material Adverse Effect on the Company means, with respect to the Company and its Subsidiaries, as applicable, any event, development, condition in or effect on, as applicable, that, individually or in the aggregate, has been or is reasonably likely to be materially adverse to the business, operations, assets, condition (financial or otherwise) or operating results taken as a whole other than any change (i) set forth in the Company Reports filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward looking statements, and any other disclosures therein, in each case, to the extent that they are cautionary and predictive or forward looking in nature and excluding non-specific disclosures) or as set forth in the Disclosure Schedules, (ii) resulting from general economic, financial, regulatory or market conditions, provided that such change shall not have affected the Company and its Subsidiaries in a materially disproportionate manner as compared to other companies operating in the Company’s lines of business, (iii) resulting from conditions or circumstances generally affecting the industries in which the Company and/or its Subsidiaries operate, provided that such change shall not have affected the Company and its Subsidiaries in a materially disproportionate manner as compared to other companies in the industry affected, (iv) to the extent resulting directly from the announcement of the Merger, (v) any taking of any action specifically required by this Agreement, (vi) changes in Law or GAAP (or the interpretation thereof), or (vii) any outbreak or escalation of hostilities or war or any act of terrorism, provided that such change shall not have affected the Company and its Subsidiaries in a materially disproportionate manner as compared to other companies operating in the Company’s lines of business or (viii) any weather-related or other force majeure event, provided that such change shall not have affected the Company and its Subsidiaries in a materially disproportionate manner as compared to other companies operating in the Company’s lines of business,.
Material Adverse Effect on the Company means a material adverse effect on the assets or liabilities, business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Adverse Effect on the Company: (A) any fact, change, development, circumstance, event, effect or occurrence (an “Effect”) in general economic or political conditions or in the financial or securities markets, (B) any Effect generally affecting, or resulting from general changes or developments in, the industries in which the Company and its Subsidiaries operate, (C) any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures shall not be excluded), (D) any change in the price or trading volume of the Ordinary Shares in and of itself (provided that the underlying causes of such changes shall not be excluded), or (E) any Effect that is demonstrated to have resulted from the announcement of the Merger, or the identity of Parent or any of its Affiliates as the acquiror of the Company, except, in the case of clauses (A) and (B), to the extent such Effects referred to therein would be reasonably likely to have a materially disproportionate impact on the assets or liabilities, business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, relative to other industry participants.
Material Adverse Effect on the Company means any change in or effect on the business, assets, properties, results of operations or financial condition of the Company or any Company Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole, or that could reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or consummate the Merger and the other transactions contemplated hereby.
Material Adverse Effect on the Company has the meaning specified in Section 4.01(a).
Material Adverse Effect on the Company means (i) any circumstance involving, change in or effect on the Company or any Subsidiary that is, or is reasonably likely in the future to be, materially adverse to the assets, liabilities (including contingent liabilities), business, financial condition or results of operations of the Company and Subsidiaries, taken as a whole, excluding from the foregoing the effect, if any, of (A) changes in general economic conditions, (B) any action or inaction required of the Company under Section 4.1, (C) changes in the securities markets in general, (D) changes generally affecting the industry in which the Company and Subsidiaries operate (provided that such changes do not affect the Company and Subsidiaries, taken as a whole, in a disproportionate manner), (E) the effect of the public announcement or pendency of the transactions contemplated hereby on the bookings, orders or purchases by, provision of materials by, or other actions of, existing or prospective customers or suppliers of the Company or any Subsidiary, (F) any shareholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to this Agreement, or (G) any change in the price or trading volume of the Shares from the date hereof, in and of itself; or (ii) any circumstance involving, change in or effect on the Company or any Subsidiary that is reasonably likely to prevent the Company from consummating the transactions contemplated by this Agreement; provided, however, that any reference to dollar amounts in this Agreement shall not be deemed, in and of itself, to constitute the point at which a change or event is sufficiently material to be "material" or "materially adverse".
Material Adverse Effect on the Company means any change in, or effect on, the business, results of operations, assets, financial condition or prospects of the Company or any of the Subsidiaries that is or would reasonably be expected to be materially adverse to the Company and the Subsidiaries taken as a whole, other than any change or effect (i) relating to the economy in general or (ii) relating to the industry in which the Company operates in general and not specifically relating to the Company.
Material Adverse Effect on the Company has the meaning set forth in Section 4.8(a).