Purchaser MAE. The meaning set forth in Section 4(a) hereof.
Purchaser MAE means, with respect to a Purchaser, any event, fact, circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrence, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated by this Agreement or any other Transaction Agreement and to timely perform its material obligations under this Agreement or any other Transaction Agreement.
Purchaser MAE means, with respect to either of JD Global, JD or Tencent, as applicable, any event, fact, circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrence, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on the ability of JD Global or JD or Tencent to consummate the transactions contemplated by this Agreement or any other Transaction Agreement and to timely perform its material obligations under this Agreement or any other Transaction Agreement.
Examples of Purchaser MAE in a sentence
No authorization, approval, permit, license or other action by, and no notice to or filing with, any governmental entity is required for the due execution, delivery and performance by Purchaser of this Agreement or any other document to be delivered hereunder, except to the extent the failure to obtain any authorization, approval or other action, or to make any notice or filing would not reasonably be expected to result in a Purchaser MAE.
The execution, delivery and performance by Purchaser of this Agreement and each other document to be delivered by Purchaser hereunder does not contravene any law, rule or regulation applicable to Purchaser, except to the extent such contravention would not reasonably be expected to result in a Purchaser MAE.
Since its inception, the Purchaser (a) has not engaged in any business or operations other than in connection with or related to the Transactions, (b) has not experienced a Purchaser MAE and (c) has conducted its business only in the Ordinary Course of Business.
Neither the Purchaser nor any Subsidiary of the Purchaser nor any property or asset of the Purchaser or any Subsidiary of the Purchaser is subject to any continuing Governmental Order that would have a Purchaser MAE.
None of Purchaser, Parent or any Parent Subsidiary has received any written notification of, and to Purchaser’s and Parent’s Knowledge there is no, investigation by any Governmental Authority involving any of them or any of their respective assets that, individually or in the aggregate, have resulted or would reasonably be expected to result in a Purchaser MAE.
More Definitions of Purchaser MAE
Purchaser MAE means any effect, change, event, development or circumstance that, individually or in the aggregate with all other effects, changes, events, developments or circumstances, (a) has had a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations, properties, assets or liabilities of the Purchaser and its Subsidiaries, taken as a whole, or (b) has or would reasonably be expected to prevent, materially impair or materially delay beyond the Termination Date the Purchaser or the Sponsor from consummating the Transactions; provided, however, that “Purchaser MAE” shall not include the following, nor shall any of the following be taken into account in determining whether there has been a Purchaser MAE: (i) general business or economic conditions; (ii) the conditions of any financial, banking, or securities markets (including any disruption thereof, any decline in the price of any security or any market index, and any changes in interest or exchange rates); (iii) changes in GAAP; (iv) changes in Law or other binding directives issued by any Governmental Authority; (v) any matter of which the Seller is aware on the date hereof; and (vi) acts or omissions of the Purchaser carried out (or omitted to be carried out) pursuant to this Agreement or at the request of the Seller.
Purchaser MAE means any event, change, circumstance or effect that individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, results of operations or financial condition of Purchaser, taken as a whole, but in each case shall not include the effect of events, changes, circumstances and effects relating to (a) the industries and markets in which Purchaser operates, (b) macroeconomic factors, exchange rates, interest rates or general financial, credit, debt or capital market conditions (including changes in interest or exchange rates), (c) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of nature, (d) global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions, (e) changes in Law, U.S. GAAP or official interpretations of the foregoing, (f) compliance with this Agreement or the Ancillary Agreements or any action taken or omitted to be taken by Purchaser at the written request of, or with the prior written consent of, Seller that Purchaser is not obligated to take, or omit from taking, pursuant to this Agreement or the Ancillary Agreements, (g) the transactions contemplated hereby or any announcement or pendency of this Agreement or any Ancillary Agreements (including, for the avoidance of doubt, any reaction to such announcement or pendency from employees, suppliers, customers, distributors or other Persons with business relationships with Purchaser) (it being understood that solely with respect to the representations and warranties set forth in clause (D) of Section 5.03, the exception set forth in this clause (g) shall not apply), (h) any failure by Purchaser to meet projections, budgets, forecasts or estimates (it being understood that this clause (h) shall not prevent any event, change, circumstance or effect that may have contributed to such failure from independently constituting or contributing to a breach of a representation or warranty), or (i) any breach by Seller of this Agreement; except, in the case of the foregoing clauses (a)-(e), to the extent such event, change circumstance or effect disproportionately impacts Purchaser relative to other companies in the markets or industries in which Purchaser operates.
Purchaser MAE means a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of Purchasers and their Affiliates, taken as a whole.
Purchaser MAE means any event, circumstance, change or effect that (a) has had, or would reasonably be expected to be have, a material adverse effect on the business, results of operations or the financial condition of Parent and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent, materially delay or materially impede the performance by Parent or Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby, in the case of clause (a), other than any event, circumstance, change or effect to the extent (and only to the extent) resulting from (i) events, circumstances, changes or effects that generally affect the radio industry in the United States (including legal and regulatory changes), (ii) events, circumstances, changes or effects that generally affect the radio markets in which Parent and its subsidiaries operate, (iii) general economic or political conditions or events, circumstances, changes or effects affecting the securities, financial or credit markets generally, (iv) changes arising from the consummation of the transactions contemplated by, or the announcement of the execution of, or performance of, the Original Agreement, including (A) any actions of competitors, or (B) any delays or cancellations of orders for services or other effects on relationships with customers, suppliers or employees, (v) any change in accounting requirements or principles or the interpretation thereof, (vi) events, circumstances, changes or effects caused by any outbreak or escalation of war, act of foreign enemies, hostilities, terrorist activities, or acts of nature, and (vii) any circumstance, change or effect that results from any action taken or omitted pursuant to or in accordance with the express terms of the Original Agreement or at the request of Seller; except, in the case of clauses (i), (ii), (iii), (v), and (vi) above, to the extent that such events, circumstances, changes, effects, facts or developments disproportionately affect Parent and its subsidiaries relative to other companies in the industry in which Parent and its subsidiaries operate.
Purchaser MAE means, with respect to a Purchaser, any event, fact, circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrence, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated by this Agreement or any other 2 Transaction Agreement and to timely perform its material obligations under this Agreement or any other Transaction Agreement. “Xxxxxxxx-Xxxxx Act” means the Xxxxxxxx-Xxxxx Act of 2002, as amended. “SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act. “Significant Subsidiaries” mean the Subsidiaries of the Company as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, including those listed in Schedule I. “Subsidiary” of a party means any organization or entity, whether incorporated or unincorporated, which is controlled by such party and, for the avoidance of doubt, the Subsidiaries of a party shall include any variable interest entity over which such party or any of its Subsidiaries effects control pursuant to contractual arrangements and which is consolidated with such party in accordance with generally accepted accounting principles applicable to such party and any Subsidiaries of such variable interest entity. “Transaction Agreements” include this Agreement, the Amended Investor Rights Agreement, any ancillary or associated agreements executed prior to the Closing and any other document designated as a “Transaction Document” by the Company and the Purchasers. (b) Each of the following terms is defined in the Section set forth opposite such term: ADSs Section 4.1(f) Agreement Preamble Amended Investor Rights Agreement Recital Baidu Preamble China Section 1.1(a) Claim Notice Section 6.2(a) Closing Section 2.2(a) Closing Date. Section 2.2(a) Company Preamble Company Financial Statements Section 4.1(h) Confidential Information Section 7.11 Dispute Section 7.2 Encumbrances Section 4.1(c) FINRA Section 4.2(f) Indemnified Party Section 6.1 Indemnifying Party Section 6.1 Indemnity Notice Section 6.3 Intellectual Property Section 4.1(p) JD Preamble Lock-Up Period Section 5.4 3 Losses Section 6.1 Material Contracts Section 4.1(n) Ordinary Shares Recital Permits Section 4.1(f) PRC Section 1.1(a) Purchase Price Section 2.1
Purchaser MAE means any event, circumstance, fact, change, development, condition, or effect that, either individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Property, the Purchaser, the Target Company Group, taken as a whole. For purposes of this definition, a “material adverse effect” means any loss, damage or liability equal to or in excess of the MAE Threshold.
Purchaser MAE has the meaning specified in Section 7.2(h). Reference Date means May 31, 2020.