Materially Adverse Amendment definition
Materially 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 RPS Acquisition Documents compared to the terms and conditions that are included in the draft of the Press Release delivered to the Administrative Agent on September 23, 2022 that is materially adverse to the interests of the Lenders holding RPS Acquisition Loans or Commitments with respect thereto (taken as a whole) under the Loan Documents, unless such modification, amendment or waiver is agreed to in writing by the Administrative Agent (acting reasonably) it being acknowledged (except (x) to the extent paid in the form of common stock of the Company, (y) it is otherwise demonstrated that it will be paid entirely (directly or indirectly) by the subscription for ordinary shares in the Company and such ordinary shares will be issued and paid solely as consideration to the shareholders of the RPS Target or (z) as otherwise agreed in writing by the Administrative Agent) that an increase to the purchase price for the RPS Shares would be materially adverse to the interests of the Lenders holding RPS Acquisition Loans or Commitments with respect thereto; provided, that any modification, amendment or waiver (including the treatment of a condition as having been satisfied) (i) that is required pursuant to (or reasonably determined by the Company as being necessary or desirable to comply with the requirements or requests of) the Takeover Code or by a court of competent jurisdiction, any other applicable law, regulation or regulatory body or the Panel (including any refusal by the Panel to allow the invocation of a condition), (ii) reducing the Acceptance Condition to not less than the Minimum Acceptance Level in accordance with Section 6.15(a)(ii), (iii) waiving any condition that the Panel has not given the Company and/or RPS Buyer its consent to invoke, (iv) in the case of an Offer, that is an extension of the period in which holders of the RPS Shares may accept the Offer or (v) necessary to effect the switch from a Scheme to an Offer (or vice versa), in each case, shall not be a Materially Adverse Amendment. In the case of an Offer, if the Company, RPS Buyer or any person acting in concert with the Company or RPS Buyer (within the meaning of the Takeover Code) makes an acceleration statement (within the meaning of the Takeover Code) which includes a statement that the Company and/or RPS Buyer has waived any conditio...
Materially Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions of any Target Acquisition Document that is, when compared to the terms and conditions that are included in the draft of the Rule 2.7 Announcement delivered pursuant to Section 4.01(c), materially prejudicial to the interests of the Lenders (taken as a whole), it being acknowledged that (a) a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition would not be materially prejudicial to the interests of the Lenders (taken as a whole), and (b) any modification, amendment or waiver required by the Takeover Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction shall not be a Materially Adverse Amendment.
Materially Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions of any Target Acquisition Document that is, when compared to the terms and conditions that are included in the Rule 2.7 Announcement issued by the Borrower on April 25, 2018, materially prejudicial to the interests of the Lenders (taken as a whole), it being acknowledged that (a) a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition would not be materially prejudicial to the interests of the Lenders (taken as a whole), and (b) any modification, amendment or waiver required by the Takeover Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction shall not be a Materially Adverse Amendment.
Examples of Materially Adverse Amendment in a sentence
SPAR holders will not be entitled to vote on any Materially Adverse Amendment to the Charter or the Definitive Agreement or on any other matter during the Disclosure Period.
SPAR holders will not be entitled to vote on any Materially Adverse Amendment to the Charter or on any other matter during the Search Period.
If a Materially Adverse Amendment to this Agreement is proposed during the Disclosure Period, the amendment will require the approval of holders of a majority of the SPARs present and voting on such matter at a duly called meeting of SPAR holders.
If a Materially Adverse Amendment to this Agreement is proposed during the Search Period, the amendment will require the approval of holders of a majority of the SPARs present and voting on such matter at a duly called meeting of SPAR holders.
The Company will not take any action, and procure that none of its Affiliates nor any person acting in concert with it (within the meaning of the Code) takes any action, which would require a change to be made to the terms of the Scheme or the Offer (as the case may be) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment.
More Definitions of Materially Adverse Amendment
Materially Adverse Amendment a modification, amendment or waiver to or of the terms or conditions of the Scheme or the Takeover Offer (as the case may be) compared to the terms and conditions that are included in the draft of the Press Release or the Offer Press Announcement (as the case may be) delivered pursuant to subsection 5.1(h) that is materially adverse to the interests of the Lenders (taken as a whole), it being acknowledged that neither (a) a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition nor (b) any modification, amendment or waiver required by the City Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction would, in either case, be materially adverse to the interests of the Lenders.
Materially Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions of the Scheme or Takeover Offer (as the case may be) compared to the terms and conditions that are included in the draft of the Press Release or Offer Press Announcement (as the case may be) delivered pursuant to Section 3.01(d) that is materially adverse to the interests of the Lenders, it being acknowledged (except as otherwise agreed in writing by the Arrangers) that a change to the consideration (other than to the extent the consideration consists of cash (in an amount per Target Share not greater than the amount already offered), common stock of the Parent Guarantor or a combination of the two) for the Target Shares would be materially adverse to the Lenders, but that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition would not 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 Materially Adverse Amendment.
Materially Adverse Amendment means any amendment to our Charter or the Definitive Agreement, or any proposed amendment to this Agreement, that in the good-faith, reasonable judgment of the Company’s independent directors, would have a materially adverse impact on SPAR holders; provided that any amendment to the Definitive Agreement entered into during the Closing Period in order to permit us to raise additional funds to satisfy financing or other closing conditions set forth in the Definitive Agreement will not be deemed to be a Materially Adverse Amendment so long as (i) the additional funds are raised by selling additional Public Shares to third parties (or to the Additional Forward Purchaser or other of our affiliates) in private placements at a price no less than the Final Exercise Price per Public Share and (ii) the number of such Public Shares sold, together with the Public Shares issued in respect of SPARs elected to be exercised, does not exceed the total number of Public Shares that would have been issued had all SPARs issued and outstanding immediately prior to the commencement of the SPAR Holder Election Period been elected to be exercised.
Materially 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 Acquisition Documents compared to the terms and conditions that are included in the draft of the Press Release delivered to the Administrative Agent in accordance with Section 4.01(c) that is materially adverse to the interests of the Lenders (taken as a whole) under the Credit Documents; provided that any modification, amendment or waiver (including the treatment of a condition as having been satisfied)
Materially 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 Acquisition Documents compared to the terms and conditions that are included in the draft of the Press Release delivered to the Administrative Agent in accordance with Section 3.1(b) that is materially adverse to the interests of the Lenders (taken as a whole); it being acknowledged (except (x) to the extent paid in the form of common stock of the Borrower or (y) as otherwise agreed in writing by the Arranger) that an increase to the purchase price for the Target Shares would be materially adverse to the Lenders; provided, that any modification, amendment or waiver (including the treatment of a condition as having been satisfied) that is (i) required pursuant to the Takeover Code or by a court of competent jurisdiction or the Panel (including any refusal by the Panel to allow the invocation of a condition) or (ii) reducing the Acceptance Condition to not less than the Minimum Acceptance Level in accordance with Section 5.11(a)(ii), in each case, shall not be a Materially Adverse Amendment.
Materially Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions of the Scheme or the Takeover Offer (as the case may be) compared to the terms and conditions that are included in the draft of the Press Release delivered pursuant to Section 4.01(d) of the Bridge Credit Agreement that is materially adverse to the interests of the Term Loan Lenders, it being acknowledged (except as otherwise agreed in writing by the Lead Arrangers) that a change to the consideration (other than (i) any reduction to the consideration of not more than 7.5% or (ii) to the extent the consideration consists of cash (in an amount per Target Share not greater than the amount already offered), common stock of MK Holdings or a combination of the two) for the Target Shares would be materially adverse to the Term Loan Lenders, but that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition would not be materially adverse to the interests of the Term Loan Lenders.
Materially Adverse Amendment is amended and restated in its entirety as follows: