Purchaser Material Adverse Change means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the Purchaser and its Subsidiaries, taken as a whole, or to the ability of the Purchaser to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether the other parties hereto have knowledge of such effect or change on the date hereof).
Purchaser Material Adverse Change or “Purchaser Material Adverse Effect” means a Material Adverse Change or a Material Adverse Effect with respect to Purchaser and its Affiliates, taken as a whole.
Purchaser Material Adverse Change means a material adverse change in the ability of Purchaser to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or on the ability of Purchaser to consummate the Transactions.
Examples of Purchaser Material Adverse Change in a sentence
No event or events shall have occurred since the date of this Agreement which would have, or is not reasonably likely to have, individually or in the aggregate, a Purchaser Material Adverse Change.
There shall not have occurred any change or development that would constitute a Purchaser Material Adverse Change, and Issuer shall have received a certificate dated as of the relevant Closing Date, executed by a duly authorized officer of Purchaser to such effect.
The Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would cause a Purchaser Material Adverse Change.
After the date of this Agreement, no event, occurrence or other matter shall have occurred that is reasonably likely to have a Purchaser Material Adverse Change.
Between the Execution Date and the Closing Date, (i) Seller shall inform Purchaser in writing within a commercially reasonable period of time following the occurrence of any Material Adverse Change, and (ii) Purchaser shall inform Seller in writing within a commercially reasonable period of time following the occurrence of any Purchaser Material Adverse Change.
More Definitions of Purchaser Material Adverse Change
Purchaser Material Adverse Change means any effect, change or circumstance that, individually or in the aggregate, has a material adverse effect with respect to the business or the assets and the liabilities (taken as a whole) or the financial condition or the results of operations (taken as a whole) of the Purchaser and Parent, taken as a whole; provided, however, that, for purposes of this Agreement, Parent Material Adverse Change shall not include any effect, change or circumstance, that individually or in the aggregate, results from seasonal changes or any change in general economic or business conditions or events or changes to the extent that they generally affect the industry or markets in which the Parent operates
Purchaser Material Adverse Change means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with other events, effects, developments, state of facts, conditions, circumstances or occurrences would or would reasonably be expected to have a material adverse effect on the business, results of operations, assets, liabilities or financial condition of the Purchaser and its Subsidiaries, taken as a whole; except to the extent that such material adverse effect results from any of the following:
Purchaser Material Adverse Change and “Purchaser Material Adverse Effect” means any change, event, circumstance, condition or effect that (a) is or is reasonably likely to be or become, individually or in the aggregate, materially adverse to the condition (financial or otherwise), assets (including Intellectual Property or other intangible assets), Liabilities (including those relating to Intellectual Property), business or results of operations of the Purchaser; provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been, a Purchaser Material Adverse Change or Purchaser Material Adverse Effect: (i) changes in general economic conditions, (ii) changes affecting the Purchaser’s industry generally, (iii) acts of war or terrorism, (iv) changes resulting or arising from any public announcement of this Agreement, which is not in violation of the Confidentiality Agreement or the terms of this Agreement or any Ancillary Agreement, or the pendency of this Agreement or any of the transactions contemplated herein or therein, (v) changes in applicable Law or GAAP occurring after the Agreement Date (provided that in the case of clauses (i), (ii), (iii), and (v), such change, effect, event, circumstance, or condition does not affect the Company in a materially disproportionate manner relative to other companies operating in the industry in which the Purchaser operates), or (vi) the taking by the Purchaser of any action consented to or requested by the Company in writing prior to the taking of such action after the Agreement Date; or (b) materially impedes or delays the Purchaser’s ability to consummate the transactions contemplated by this Agreement in accordance with the terms and conditions of this Agreement and applicable Laws. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
Purchaser Material Adverse Change has the meaning set forth in Section 6.1.
Purchaser Material Adverse Change or “Purchaser Material Adverse Effect” means any event, circumstance, transaction, condition, change, occurrence or effect that individually or in the aggregate with all other events, circumstances, conditions, changes, occurrences and effects, has or could reasonably be expected to have a material adverse effect upon (i) the assets, liabilities, business, financial condition or operating results of the Purchaser or (ii) that could reasonably be expected to prevent or materially delay or impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement and the Related Documents; provided, however, that none of the following events, circumstances, transactions, conditions, changes, occurrences or effects shall be taken into account in determining whether there has been, or could reasonably be expected to be, a Purchaser Material Adverse Effect: (i) general economic, banking, currency, international tariffs, trade policies, capital market, regulatory, political or labor conditions, (ii) any national or international political conditions, including acts of war, declared or undeclared, armed hostilities, the occurrence of any military or terrorist attack upon the United States, or any of its respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, in each case, occurring after the date hereof, (iii) any natural disasters, including hurricanes, storms tornados, flooding, earthquakes, volcanic eruptions or similar occurrences, or other force majeure events, (iv) general business or economic conditions affecting the industries in which the Purchaser operates, (v) the taking of any action required or permitted by this Agreement or the taking of any action (or failure to take any action) requested by the Sellers or the announcement or pendency of this Agreement or the transactions contemplated herein (solely to the extent related to the identity of the Seller, the Company or any of their respective Affiliates), (vi) any changes in Applicable Law or GAAP or the enforcement or interpretation thereof after the date hereof, (vii) any failure, in and of itself, by the Purchaser to meet financial forecasts, projections or estimates (but, for purposes of clarity, not the underlying cause of such failure), (viii) any fact, event or matter expressly set forth on Schedule 1.1(c) under the heading “Purchaser Material Adverse Effect” that is reasonably ...
Purchaser Material Adverse Change means an event (or series of events) which:
Purchaser Material Adverse Change or “Purchaser Material Adverse Effect” means any change or effect that has (or could be reasonably expected to have) a material adverse effect on (a) Purchaser or its Subsidiaries or the business, assets, liabilities, condition (financial or otherwise), operating results or operations of Purchaser or its Subsidiaries, taken as a whole, or (b) Purchaser’s ability to consummate the Contemplated Transactions, unless such change or effect results from, (i) changes in GAAP or any applicable Law or Order, (ii) any attack, escalation of hostilities, act of terrorism or outbreak involving the United States of America, any declaration of war by Congress or any other national or international calamity, or (iii) changes in general economic conditions or the financial or securities markets generally; provided, that any change or effect described in clauses (i), (ii) or (iii) does not specifically relate to or disproportionately impact Purchaser, its Subsidiaries or the business, assets, liabilities, condition (financial or otherwise), operating results or operations of Purchaser and/or its Subsidiaries, taken as a whole.