Shareholder Material Adverse Effect definition

Shareholder Material Adverse Effect has the meaning given such term in Section 3.2(b).
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Shareholder Material Adverse Effect means any event, change, development or effect that has a material adverse effect on the ability the Shareholders to consummate the Transactions or timely fulfill its obligations hereunder.
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Shareholder Material Adverse Effect means an effect that is or could reasonably be expected to materially and adversely affect the ability of Shareholder to consummate the Transaction.
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Examples of Shareholder Material Adverse Effect in a sentence

  • There are no legal or governmental proceedings pending to which such Selling Shareholder is a party or of which any property of such Selling Shareholder is the subject that, if determined adversely to such Selling Shareholder, individually or in the aggregate, would reasonably be expected to result in a Selling Shareholder Material Adverse Effect.

  • None of such suits, actions, claims, proceedings or investigations, if finally determined adversely, is reasonably likely, individually or in the aggregate, to have a Shareholder Material Adverse Effect.

  • Except for the Regulatory Approvals, no consent, approval, order or authorization of, or registration, declaration or filing with, any Applicable Governmental Authority is required by or with respect to Shareholder and the Bank in connection with the execution and delivery of the Transaction Documents or the consummation of the Transaction, the absence of which would have a Shareholder Material Adverse Effect.

  • Since December 29, 2001 and except as set forth in Schedule 3.10, there has not been any event which, individually or in the aggregate, constitutes a Shareholder Material Adverse Effect.

  • All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required in connection with the execution, delivery or performance of this Agreement will have been obtained or made, except where the failure to have obtained or made any such consent, approval, order, authorization, declaration or filing would not have a Shareholder Material Adverse Effect or a Purchaser Material Adverse Effect.


More Definitions of Shareholder Material Adverse Effect

Shareholder Material Adverse Effect means any state of facts, change, event, effect or occurrence (when taken together with all other states of fact, changes, events, effects or occurrences) that is or may be reasonably likely to: (i) be materially adverse to the business, financial condition, results of operations, prospects, properties, assets or liabilities (including contingent liabilities) of the Companies, or (ii) result in damages to the business, financial condition, results of operations, prospects, properties, assets or liabilities (including contingent liabilities) of the Companies greater than $1,000,000.
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Related to Shareholder Material 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.

  • 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.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Company Material Adverse Effect means any change, effect, event, occurrence or development that, individually or in the aggregate with all other changes, effects, events, occurrences, or developments, (i) results in any change or effect that is or would reasonably be expected to be materially adverse to the business, financial condition, properties, assets, liabilities (contingent or otherwise), or results of operations of the Company, or (ii) prevents, materially impedes or materially delays the consummation by the Company of the Transactions; provided, however, that any change, effect, event, occurrence, or development arising or resulting from, or related to, any of the following, shall not constitute, and shall not be considered in determining whether there has occurred, or may, would or could occur, a Company Material Adverse Effect: (A) general economic conditions (or changes in such conditions) or conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets in general, (B) conditions (or changes in such conditions) affecting the industry in which the Company participates, (C)(1) global or national economic or political conditions (or changes in such conditions) or (2) acts of war (whether or not declared), armed hostilities, sabotage, military actions or the escalation thereof (whether underway on the date hereof or hereafter commenced), and terrorism, (D) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, (E) any resignations of any employees directly attributable to the announcement or pendency of the Transactions, (F) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in GAAP or other accounting standards (or the interpretation thereof), (G) any action taken, or failure to take action, in each case, which Parent has requested in writing, or compliance with the terms of, or the taking of any action required under this Agreement, or the failure to take any action prohibited by this Agreement, (H) any actions taken by Parent, or the failure by Parent to take any action, in each case with respect to Opana ER, or the introduction of any tamper resistant formulations of an oxymorphone product, (I) the clinical trial results of any Product or product candidate, (J) changes in the Company’s stock price or the trading volume of the Company’s stock, or any failure by the Company to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (provided, that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, event, occurrence or development underlying such change or failure has resulted in, or contributed to, a Company Material Adverse Effect) or (K) any of the specific events or circumstances described in Section 9.14(d) of the Company Disclosure Letter, except any such change, effect, event, occurrence, state of facts, circumstance or development referred to in clauses (A), (B), (C), (D) and (F) may be taken into account for purposes of each such respective clause if, and only to the extent that, it adversely affects the Company, in a materially disproportionate manner relative to (x) other participants operating in the industry in which the Company operates in the case of clauses (A), (B), (C)(1) and (F) or (y) other participants operating in the industry and the affected geography in which the Company operates in the case of clauses (C)(2) and (D).

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

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • 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:

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;