Purchaser Adverse Effect definition

Purchaser Adverse Effect has the meaning set forth in Section 4.3 hereof.
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Purchaser Adverse Effect shall have the meaning set forth in the Section 4.3. “Purchaser Indemnified Party” shall have the meaning set forth in Section 9.1. “Registration Rights Agreement” shall mean the Registration Rights Agreement dated as of September 10, 2010 between the Sellers and the Company, as amended on May 12, 2011 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms). “Reg Rights Acknowledgement” shall have the meaning set forth in the preamble. “Rule 144” shall have the meaning set forth in Section 4.8(a). “SEC” shall mean the Securities and Exchange Commission. “Securities Act” shall mean the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder. “Securities Exchange” shall have the meaning set forth in the Exchange Agreement. “Security Subsidiaries” shall have the meaning set forth in Section 2.1. 5 “Seller Indemnified Party” shall have the meaning set forth in Section 9.3. “Seller Information” shall have the meaning set forth in Section 4.12. “Seller Party” means the Sellers and the Security Subsidiaries. “Sellers” shall have the meaning set forth in the preamble. “Shareholder Side Letter” shall have the meaning set forth in the preamble. “Significant Subsidiary” shall mean any Subsidiary or group of Subsidiaries that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect from time to time. “Spectrum” shall mean Spectrum Brands Holdings, Inc. “Subsidiary” of any Person shall mean any corporation, partnership, joint venture, limited liability company, trust or other form of legal entity (whether incorporated or unincorporated) of which (or in which) more than 50% of (i) the Total Current Voting Power; (ii) the interest in the capital or profits of such partnership, joint venture or limited liability company; or (iii) the beneficial interest in such trust or estate; is, directly or indirectly, owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. “Survival Period” shall have the meaning set forth in Section 9.2. “Taxes” shall mean any and all taxes, levies, fees, imposts, duties and charges of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto) imposed by any Governmental ...
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Purchaser Adverse Effect means any circumstance, change in or effect on the Purchaser or Purchaser's business that, individually or in the aggregate with all other circumstances, changes in or effects on the Purchaser or Purchaser's business: (a) is or is reasonably likely to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships, results of operations or the condition (financial or otherwise) of the Purchaser's business; provided, however, that the foregoing shall not include any circumstance, change or effect resulting from (w) changes in general economic or political conditions, (x) general changes in the industries in which the Purchaser operates, (y) the announcement or pendency of this Agreement and the transactions contemplated hereby, or (z) the taking by Purchaser of any action contemplated or required by this Agreement or requested by Seller.
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Examples of Purchaser Adverse Effect in a sentence

  • Traffic Volumes No. of minutes/service(source: billing system) No. of calls/service(source: billing system) Busy hour (time) No. of calls in busy hour 2.

  • All consents, approvals, orders and authorizations required on the part of such Purchaser in connection with the execution, delivery or performance of this Agreement, the issuance of the Shares and the consummation of the other transactions contemplated herein have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Purchaser Adverse Effect.

  • Busy hour minutes of capacity (BHMC) between an IC terminal location and an End Office (by feature group and type of BHMC).

  • Traffic Volumes No.of minutes/service No.of calls/service Busy hour No.of calls in busy hour 2.

  • Busy hour call attempts at Access Node location; - Number of lines in the access node location.

  • That is, each user generates a traffic intensity of Au erlangs given by: …………………..……… (5.1) Where: H- Average holding time of a call μ- Average number of call requested/ hour BHCA- Busy hour call attemps If there are U users and an unspecified number of channels, the total offered traffic intensity is: ……………….………………………….……………….….

  • Figure 24 Busy hour traffic in kbps per DSL subscription 2006 -2010The traffic evolution per DSL subscription these four years show increasing growth year for year.

  • Figure 25 Busy hour traffic forecasts in kbps per DSL subscription 2011 - 2015Observation of the busy hour traffic in Telenor’s network show that the HFC traffic per customer is on the same level as the DSL traffic.

  • Busy hour, max load and number of sectors are assumed to be according to NSN (white paper 2010) i.e. busy hour share is 7 %, maximum load 50 % and it is assumed approximately 3 sectors per link (suits fine in the rural areas and is used in the other areas as well to simplify the model).

  • All consents, approvals, orders and authorizations required on the part of the Purchaser in connection with the execution, delivery or performance of this Agreement, the purchase of the Shares and the consummation of the other transactions contemplated herein have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Purchaser Adverse Effect.


More Definitions of Purchaser Adverse Effect

Purchaser Adverse Effect means a material adverse effect on the authority or ability of the Purchaser to perform its obligations under the Transaction Agreements or to consummate the transactions contemplated hereby or thereby.
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Purchaser Adverse Effect has the meaning set forth in Section 4.3 hereof. “Representatives” has the meaning set forth in Section 9.9 hereof. - 4 -
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Related to Purchaser Adverse Effect

  • Purchaser Material Adverse Effect means any material adverse change in or material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Parent Material Adverse Effect means any change, effect, development, circumstance, condition or occurrence that, individually or in the aggregate, prevents or could reasonably be expected to prevent Parent or Merger Sub from consummating the Merger on or prior to the End Date.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Target Material Adverse Effect any Effect that (a) would reasonably be expected to prevent or materially impair the ability of the Company or any of its subsidiaries to consummate the Merger and the other transactions contemplated by the Merger Agreement, or (b) has a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole; provided, that in the case of the foregoing clause (b), no Effect to the extent resulting from or arising out of any of the following shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) changes in general economic or political conditions or financial, credit or securities markets in general (including changes in interest or exchange rates) in any country or region in which the Company or any of its subsidiaries conducts business; (ii) any Effects that affect the industries in which the Company or any of the Company’s subsidiaries operate; (iii) any changes in Legal Requirements applicable to the Company or any of the Company’s subsidiaries or any of their respective properties or assets or changes in GAAP, or any changes in interpretations of the foregoing; (iv) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any acts of war, armed hostilities, sabotage or terrorism; (v) the negotiation, announcement or existence of, or any action taken that is required or expressly contemplated by the Merger Agreement and the transactions contemplated thereby (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, employees, investors, or venture partners) or any action taken by the Company at the written request of or with the written consent of Parent; (vi) any changes in the credit rating of the Company or any of its subsidiaries, the market price or trading volume of shares of Common Stock or any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period, it being understood that any underlying event causing such changes or failures in whole or in part may be taken into account in determining whether a Target Material Adverse Effect has occurred; (vii) any litigation arising from allegations of a breach of fiduciary duty relating to the Merger Agreement or the transactions contemplated by the Merger Agreement; or (viii) any weather-related events, earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional calamity, in each case of clauses (i), (ii), (iii), (iv) or (viii), to the extent such Effects, escalation or worsening do not have a materially disproportionate adverse impact on the Company and its subsidiaries relative to other companies operating in the geographic markets or segments of the industry in which the Company and its subsidiaries operate. Capitalized terms used in the above definition (other than “Merger Agreement” and “Target Material Adverse Effect”) shall have the meanings set forth in the Merger Agreement as in effect on June 16, 2016.

  • Company Material Adverse Effect means any event, change or effect that fundamentally and adversely affects the ability of the Company and its Subsidiaries, taken as a whole, to own the Assets and operate the Business or otherwise materially and adversely effects the financial condition of the Company or the Business as reflected on the pro forma consolidated statements included in the Proxy Statement that give effect to the Sale; 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 or will be, a Company Material Adverse Effect: (a) any failure by the Company to meet internal projections or forecasts or published revenue or earnings predictions for any period ending on or after the date of this Agreement; (b) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industries in which the Company participates, the U.S. economy as a whole, or foreign economies in any locations where Company or any of its Subsidiaries has material operations or sales; (c) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in GAAP or any change in applicable Laws or the interpretation thereof; or (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to actions required to be taken under applicable Laws (other than the adoption of Laws which prevent the Company from conducting the Business generally); (ii) "Purchaser Material Adverse Effect" shall mean any event, change or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), liabilities (including contingent liabilities), business, operations or results of operations of Purchaser and its subsidiaries, taken as a whole; and (iii) "Gilat Material Adverse Effect" shall mean any event, change or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), liabilities (including contingent liabilities), business, operations or results of operations of Gilat Israel and its subsidiaries, taken as a whole. Notwithstanding the foregoing, with respect to each of the Parties and after the date hereof, (i) changes or effects which are primarily and directly caused by the execution and delivery of this Agreement or the announcement of the transactions contemplated hereby and (ii) changes in the market price or trading volume of a Parties' publicly traded securities, shall not constitute a Company Material Adverse Effect, Purchaser Material Adverse Effect or Gilat Material Adverse Effect, as the case may be (it being understood that in any controversy concerning the applicability of this proviso, the Party claiming the benefit of this proviso shall have the burden of proof with respect to the elements of such proviso). In this Agreement, the words "aware," "knowledge" or similar words, expressions or phrases with respect to a Party means such Party's actual knowledge after reasonable inquiry of officers and directors of such Party and its subsidiaries reasonably believed to have knowledge of the relevant matters.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Serious Adverse Event means any adverse event that led to any of the following: