Xxxxxxx Material Adverse Effect definition

Xxxxxxx Material Adverse Effect means any condition, change or ------------------------------- effect that is materially adverse to the business, results of operations or financial condition of Xxxxxxx and its Subsidiaries taken as a whole, but excluding conditions, changes or effects that (a) are caused by general economic conditions or conditions affecting the pharmaceutical industry as a whole, whether in the United States or internationally, which conditions do not affect Xxxxxxx and its Subsidiaries in a disproportional manner or (b) are related to or result from any action or inaction on the part of Shire or any of its affiliates.

Xxxxxxx Material Adverse Effect means any effect, event or change that prevents Xxxxxxx from performing in all material respects his obligations under this Agreement or to consummate the transactions contemplated hereby in accordance with the terms hereof prior to the Termination Date.

Xxxxxxx Material Adverse Effect means (with capitalized terms other than “Xxxxxxx Material Adverse Effect” used in this definition having the meanings assigned thereto in the Merger Agreement unless otherwise specified in this definition) an effect, event, circumstance, development or change that: (a) is materially adverse to the assets, business, results of operations or financial condition of the Xxxxxxx Group Companies, taken as a whole; or (b) materially adversely affects the ability of the Warranting Sellers or Xxxxxxx to perform their respective obligations under the Merger Agreement (as defined in this Agreement) or to consummate the Contemplated Transactions; or (c) results, or an event has occurred that will result, in the cessation or prohibition of the operation of the Business or the elimination of any of the Xxxxxxx Group Companies’ ability to offer gaming products or services in any jurisdiction from which the Xxxxxxx Group Companies derived 5% or more of the gross gaming revenues of the Xxxxxxx Group Companies for the year ended December 31, 2013; other than (with respect to each of (a) and (b) above) any effect, event, circumstance, development or change arising out of or resulting from the following:

Examples of Xxxxxxx Material Adverse Effect in a sentence

• All the outstanding shares of capital stock of each such Subsidiary have been validly issued and are fully paid (and in applicable jurisdictions, nonassessable) and are owned by Xxxxxxx, by another Subsidiary of Xxxxxxx or by Xxxxxxx and another such Subsidiary, free and clear of all Liens, other than Liens which (individually or in the aggregate) would not have a Xxxxxxx Material Adverse Effect.

• Xxxxxxx is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its assets owned or leased or the nature of its activities makes such qualification necessary (such jurisdictions being specified in Section 3.1(a) of the Xxxxxxx Disclosure Schedule) except where the failure to be so qualified would not have a Xxxxxxx Material Adverse Effect.

• Except as set forth in Section 5.5 of the Xxxxxxx Disclosure Letter, each Xxxxxxx Material Contract has been duly authorized and executed by Xxxxxxx, is in full force and effect and is enforceable by Xxxxxxx in accordance with its terms, except where the failure to be so would not have a Xxxxxxx Material Adverse Effect.

• All such Subsidiaries are duly qualified as foreign corporations to do business, and (in applicable jurisdictions) are in good standing, in each jurisdiction where the character of their respective assets owned or leased or the nature of their respective activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Xxxxxxx Material Adverse Effect.

• No approval or consent to the transactions contemplated by this Agreement is required of any governmental authority with jurisdiction over any aspect of the Real Property or its use or operations, except where the failure to obtain such approval or consent would not have a Xxxxxxx Material Adverse Effect.

More Definitions of Xxxxxxx Material Adverse Effect

Xxxxxxx Material Adverse Effect means any material adverse change, event, circumstance or development with respect to, or material adverse effect on the business, assets, liabilities, capitalization, prospects, condition (financial or other), or results of operations of Xxxx.xxx. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Xxxx.xxx Material Adverse Effect.

Xxxxxxx Material Adverse Effect means an event or circumstance that results in a material adverse effect on the Company (as currently owned and operated); provided that any actual change or changes in reserves (including any reclassification or recalculation of reserves in the ordinary course of business) or in the prices of Hydrocarbons; natural declines in well performances; general business, economic or political conditions; casualty events; local, regional, national or international industry conditions (including changes in applicable Legal Requirements and changes in financial or market conditions); changes or reinterpretations in U.S. generally accepted accounting principles or Legal Requirements; any change resulting from the taking of any action required by, or through failure to take any action prohibited by this Agreement; changes as a result of the negotiation, announcement, execution or performance of this Agreement; actions taken or omitted to be taken by or at the request of CEP; or orders, judgments, injunctions, or other actions or inactions of any Governmental Authority, shall be deemed not to constitute a Xxxxxxx Material Adverse Effect.

Xxxxxxx Material Adverse Effect means a Material Adverse Effect in respect of Xxxxxxx and its Subsidiaries, taken as a whole.

Xxxxxxx Material Adverse Effect means any change, event, development, condition, occurrence or effect that (a) is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise) or results of operations of the Borrower and the Xxxxxxx Subsidiaries, taken as a whole or (b) has, or would reasonably be expected to have, a material adverse effect on the ability of the Xxxxxxx Entities to perform their obligations under the Merger Agreement, or to consummate the transactions contemplated by the Merger Agreement; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, an Xxxxxxx Material Adverse Effect under clause (a) of this definition: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions, (ii) any changes or proposed changes of Law or GAAP (or, in each case, authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which the Borrower and the Xxxxxxx Subsidiaries conduct their businesses, (v) any changes resulting from the execution of the Merger Agreement or the announcement or the pendency of the Merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the transactions contemplated by the Merger Agreement (provided, that this clause (v) does not apply in the context of any representation or warranty of HPE contained in Section 5.4, Section 5.5 or Section 5.9(b) of the Merger Agreement), 10

Xxxxxxx Material Adverse Effect means a material adverse effect on the assets, business, condition (financial or otherwise) or results of operations of Xxxxxxx or its subsidiaries taken as a whole.

Xxxxxxx Material Adverse Effect means for purposes of this Agreement, any change, event or effect that is, or would be, materially adverse to the business, prospects, operation, assets, liabilities, financial condition or results of operations of the Parent and Acquisition Corp., taken as a whole.

Xxxxxxx Material Adverse Effect has the meaning specified in Section 2.1 of this Agreement.