Target Material Adverse Change definition

Target Material Adverse Change as used in the Commitment Letter means a “Material Adverse Change” as such term is defined in the Target Acquisition Agreement.

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Target Material Adverse Change means any state of facts, change, event, violation, inaccuracy, effect, condition, circumstance, occurrence or development (any such item, an “Effect”) that, individually or taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Target Material Adverse Change, is or could reasonably be (i) adverse to the business, operations, properties, condition (financial or otherwise), results of operations, assets or liabilities of the Target, taken as a whole or (ii) prevent or materially delay the performance by the Target of any of its obligations under this Agreement or the other transactions contemplated hereby; provided, however, that in no event shall any of the following occurring after the date hereof, in and of itself, be deemed to constitute a Target Material Adverse Change: (i) any Effect resulting from general national or world economic conditions and any acts of war or terrorism, except to the extent that such Effects disproportionately affect the Target in any significant respect relative to other participants in the industries or markets in which they operate; (ii) any Effect resulting from any action outside the ordinary course of business of the Target required to be taken pursuant to this Agreement provided such action has the prior written approval of the Purchaser, or (iii) any adverse Effect arising from or relating to any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation or enforcement thereof.

Target Material Adverse Change means any change, event, occurrence, effect or circumstance that: (i) is or would reasonably be expected to be material and adverse to the business, condition (financial or otherwise), assets or results of operations of PELE and its Subsidiaries, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with economic factors affecting the economy as a whole, or factors generally affecting the industry or specific markets in which PELE and its Subsidiaries operate or attributable to the announcement or performance of the transactions contemplated by the Purchase Agreement or the Additional Share Transactions (as defined in the Purchase Agreement), or both, situations of war or terrorism or changes in Applicable Law (as defined in the Purchase Agreement) or GAAP, provided that in each case, such matter does not have a materially disproportionate effect on any of PELE and its Subsidiaries, relative to other comparable companies and entities operating in the industries in which any of PELE and its Subsidiaries operates; or (B) would reasonably be expected to prevent or materially delay or impair the ability of any of the Vendors (as defined in the Purchase Agreement) to perform its obligations under the Purchase Agreement or to consummate the transactions contemplated therein.

Examples of Target Material Adverse Change in a sentence

There shall not have been or occurred any Target Material Adverse Change; provided, that, if a Target Material Adverse Change does occur, Target shall have twenty days to cure such Target Material Adverse Change, if curable.
All consents or waivers of third parties to the consummation of the transactions contemplated by this Agreement shall have been obtained, other than those that, if not obtained, would not have a Target Material Adverse Change or a Purchaser Material Adverse Change.
No Target Material Adverse Change occurs between the date of this Agreement and 8.00 am on the Second Court Date.
During the period from the Announcement Date to the end of the Offer Period (inclusive), no Target Material Adverse Change occurs, is announced or becomes known to Bidder (whether or not it becomes public).
Between the Announcement Date and the Offer Condition Date (each inclusive), no Target Material Adverse Change has occurred, been announced or otherwise become apparent or known to the Offeror or the Target (whether or not becoming public).
No Target Material Adverse Change occurs between the Announcement Date and the end of the Bid Offer Period (inclusive).
Target has not received a written notice of a claim or otherwise has any knowledge that the Target Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Target Material Adverse Change.
No Target Material Adverse Change occurs or becomes apparent between the date of this agreement and 8.00am on the Meeting Date.
No Target Material Adverse Change occurs or becomes apparent between the date of this agreement and 8.00 am on the Effective Date.

More Definitions of Target Material Adverse Change

Target Material Adverse Change has the meaning set forth in Section 7(a)(viii) below.

Target Material Adverse Change means a Specified Event which, individually or when aggregated with all such similar events, occurrences or matters, has, has had or which could reasonably be expected to have:

Target Material Adverse Change immediately prior to entry into this deed, no Target Material Adverse Change has occurred;

Target Material Adverse Change means a material adverse change in the business, assets, liabilities, income, financial condition, operations, results of operations or business prospects of TARGET and its Subsidiaries.