Merger Sub Material Adverse Effect definition

Merger Sub Material Adverse Effect means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of Merger Sub and its subsidiaries taken together.

Merger Sub Material Adverse Effect means any Change that, individually or in the aggregate with all other Changes, materially impairs the ability of Parent or Merger Sub to consummate the Merger.

Merger Sub Material Adverse Effect means a material adverse effect on the financial condition of Merger Sub and its subsidiaries, taken as a whole, or any event, matter, condition or effect which precludes Merger Sub from performing its material obligations under this Agreement or the consummation of the transactions contemplated herein

Examples of Merger Sub Material Adverse Effect in a sentence

• Merger Sub is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, would not have a Merger Sub Material Adverse Effect.

• Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Merger Sub Material Adverse Effect.

• Since the date of this Agreement, there shall have been no Merger Sub Material Adverse Effect and the Company shall have received a certificate of an executive officer of Merger Sub to such effect.

• The term "Merger Sub Material Adverse Effect" means, when used in connection with the Merger Sub, any change, effect, event, occurrence, condition or development that is or is reasonably likely to be materially adverse to (i) the business, assets, liabilities, properties, results of operations, prospects or condition (financial or otherwise) of the Merger Sub (excluding industry and general economic changes) or (ii) the ability of Merger Sub to perform its obligations under this Agreement.

• Merger Sub shall have obtained the consent, approval or waiver of each person whose consent, approval or waiver shall be required in order to consummate the transactions contemplated by this Agreement, except those for which failure to obtain such consents, approval or waiver, individually or in the aggregate, could not reasonably be expected to result in a Merger Sub Material Adverse Effect.

More Definitions of Merger Sub Material Adverse Effect

Merger Sub Material Adverse Effect means, when used in connection with the Merger Sub, any change, effect, event, occurrence, condition or development that is or is reasonably likely to be materially adverse to (i) the business, assets, liabilities, properties, results of operations, prospects or condition (financial or otherwise) of the Merger Sub (excluding industry and general economic changes) or (ii) the ability of Merger Sub to perform its obligations under this Agreement.

Merger Sub Material Adverse Effect means, for all purposes of this Agreement, any effect, circumstance or change in the business of Merger Sub that is materially adverse to the business, operations, properties, financial condition or results of operations of Merger Sub. Merger Sub has no subsidiaries.

Merger Sub Material Adverse Effect or words of similar meaning set forth therein shall be true and correct, and (ii) not subject to any such qualification shall be true and correct in all material respects, in each case as of the Closing Date, as if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). The Company shall have received at the Closing a certificate dated the Closing Date and signed on behalf of Parent by a senior executive officer of Parent to the effect that such officer has read this Section 6.3(a) and the conditions set forth in this Section 6.3(a) have been satisfied.

Merger Sub Material Adverse Effect means any event, change, circumstance, effect or state of facts that, either individually or in the aggregate: (A) is materially adverse to (1) the business, operations, properties, assets, liabilities, condition (financial or otherwise) or results of operations of Merger Sub, other than the effects of any event, change, circumstance, effect or state of facts arising out of or attributable to changes in general economic, business, regulatory, political or market conditions or in national or global financial markets (only to the extent such effects do not, individually or in the aggregate, disproportionately impact Merger Sub), or (2) the announcement or pendency of this Agreement and the transactions contemplated hereby, or the performance of this Agreement and the transactions contemplated hereby, or (B) prevents or materially impedes, interferes with, hinders or delays the performance by Merger Sub of its obligations under this Agreement or the consummation of its obligations under this Agreement or the consummation of the Offer, the Merger, or the other transactions contemplated hereby.

Merger Sub Material Adverse Effect means a material adverse effect on the ability of Parent or Merger Sub, on or before the Outside Date, to perform their respective obligations under this Agreement that are required to be performed on or before the Outside Date or to consummate the transactions contemplated by this Agreement on or before the Outside Date.

Merger Sub Material Adverse Effect means a Material Adverse Effect with respect to Merger Sub.

Merger Sub Material Adverse Effect has the meaning set forth in Section 3.4(c)(i).