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.
Purchaser Material Adverse Effect means, with respect to a particular Purchaser, any material and adverse effect on (a) the assets, liabilities, financial condition, business, operations or affairs of such Purchaser, (b) the ability of such Purchaser to carry out its business as of the date hereof or to meet its obligations under the Basic Documents on a timely basis or (c) the ability of such Purchaser to consummate the transactions under any Basic Document.
Purchaser Material Adverse Effect has the meaning set forth in Section 5.3(a).
Examples of Purchaser Material Adverse Effect in a sentence
As of the date hereof, there is no Proceeding pending, threatened in writing or, to the Knowledge of Purchasers, otherwise threatened against Purchasers or any of their Affiliates before any Governmental Entity or arbitration tribunal other than Proceedings which would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Purchasers and their Affiliates collectively possess all Permits necessary for the conduct of their respective businesses, as currently conducted, except where the failure to possess any such Permit would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.
As of the date hereof, no Purchaser nor any of its Affiliates is subject to any outstanding Judgment of any Governmental Entity or arbitration tribunal which would have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Purchasers and their Affiliates are in compliance with all Laws applicable to their respective businesses, as currently conducted, except to the extent that the failure to comply therewith would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.
The execution, delivery and performance of this Agreement by Purchasers does not require any Approval of, or Filing with, any Governmental Entity, except for (a) compliance with the applicable requirements of the HSR Act, (b) the Approvals and Filings set forth in Section 4.4 of the Purchaser Disclosure Schedules and (c) the Approvals and Filings which if not obtained or made would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.
More Definitions of Purchaser Material Adverse Effect
Purchaser Material Adverse Effect means a Material Adverse Effect with respect to Purchaser.
Purchaser Material Adverse Effect means any event which would, in the aggregate, have a material adverse effect upon the business, assets, financial condition or results of operations of Purchaser.
Purchaser Material Adverse Effect means any change, event, occurrence or development that would reasonably be expected to, individually or in the aggregate, prevent or materially impede the consummation of the Closing.
Purchaser Material Adverse Effect means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes or effects, has or would reasonably be expected to prevent, materially delay or materially impair the ability of the Purchaser to consummate the transactions contemplated hereby.
Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.
Purchaser Material Adverse Effect means any event occurrence, fact, condition, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the Business, the assets, Liabilities, results of operations or condition (financial or otherwise) of Purchaser, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (b) the ability of Purchaser to consummate the transactions contemplated by this Agreement or the Additional Agreements to which it is party or bound or to perform its obligations hereunder or thereunder, whether or not arising from transactions in the ordinary course of business; provided, however, that “Purchaser Material Adverse Effect” shall not include any event, occurrence, fact, condition, change or effect, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Purchaser operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (iv) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Seller; (v) any changes in applicable Laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Seller; or (vii) any natural or man-made disaster or acts of God.
Purchaser Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects (other than a state of facts existing on the date hereof which is in the Seller’s Knowledge), is materially adverse to (i) the business, financial condition, assets, liabilities or results of operations of the Purchaser and the Purchaser Subsidiaries taken as a whole or (ii) the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that in no event shall any of the following, alone or in combination be deemed to constitute, nor shall any event, circumstance, change or effect relating to any of the following be taken into account in determining whether there has been a Purchaser Material Adverse Effect: (A) adverse changes in general economic conditions or changes in securities markets in general, (B) general changes in the industries in which the Purchaser and the Purchaser Subsidiaries operate, except those events, circumstances, changes or effects that have had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (C) any adverse effect resulting from any change in GAAP or any applicable Law or agency requirements of any Governmental Authority, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof, except for any such change that has had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (D) any changes in the price or trading volume of the Purchaser Shares on the NASDAQ Global Select Market (but excluding any fact, change, effect, event or occurrence that caused or contributed to such change in market price or trading volume), (E) the public announcement or pendency of the transactions contemplated hereby, (F) the failure of the Purchaser to meet internal or analysts’ expectations or projections with respect to its business, (G) the outbreak or escalation of hostilities involving the United States or the PRC, the declaration by the United States or the PRC of war or the occurrence of any natural disasters and acts of terrorism or (H) any event, circumstance, change or effect resulting from compliance by the Purchaser or the Purchaser Subsidiaries with the terms of this Agreement and eac...