Material Adverse Effect on Parent means any change or prospective change in, or effect or prospective effect on, the business, results of operations, condition (financial or otherwise) of prospects of Parent or any of its subsidiaries that is or could reasonably be expected to be materially adverse to Parent and its subsidiaries taken as a whole.
Material Adverse Effect on Parent means any circumstance involving, change in or effect on Parent or any of its subsidiaries that would reasonably be expected to prevent Parent from consummating the transactions contemplated by this Agreement.
Material Adverse Effect on Parent means a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of Parent and its subsidiaries taken as a whole.
Examples of Material Adverse Effect on Parent in a sentence
Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parent.
Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Parent.
Each of Parent and Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the aggregate, a Material Adverse Effect on Parent.
Parent is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Parent to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.
Each of Parent and Merger Subsidiary has all corporate power and authority to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Parent and Merger Subsidiary.
More Definitions of Material Adverse Effect on Parent
Material Adverse Effect on Parent means a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of Parent and its subsidiaries considered as a whole, or a material adverse effect on the ability of Parent to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the following be deemed, in and of itself, to constitute a Material Adverse Effect on Parent: (i) a change that results from conditions generally affecting the U.S. economy, (ii) a change that results from conditions generally affecting Parent's industry, (iii) a change that results from the announcement or pendency of the transactions contemplated hereby, (iv) a change that results from the taking of any action required by this Agreement, or (v) a reduction in the stock price of Parent Common Stock.
Material Adverse Effect on Parent means any circumstance involving, change in or effect on Parent or any of its subsidiaries (i) that is, or is reasonably likely in the future to be, materially adverse to the business operations, earnings, results of operations, assets or liabilities (including contingent liabilities) or the financial condition of Parent and its subsidiaries, taken as a whole, but excluding from the foregoing any event, change or circumstance arising out of (A) the compliance by the Company, Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement, (B) the announcement or disclosure of this Agreement or the subject matter hereof, (C) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to this Agreement or (D) changes in applicable law or regulations or in GAAP; or (ii) that is reasonably likely to prevent or materially delay or impair the ability of Parent or Acquisition to consummate the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on Parent contained in this Agreement shall be deemed to refer solely to Parent and its subsidiaries without including its ownership of the Company and its Subsidiaries after the Merger.
Material Adverse Effect on Parent means any event, circumstance, change, effect, development, condition or occurrence (a) that has a material adverse effect on the assets, liabilities, business, financial condition or results of operations of Parent, Merger Sub and the other Subsidiaries of Parent, taken as a whole, or (b) that will, or would reasonably be expected to, prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger before the Outside Date; provided, however, that for purposes of clause (a) “Material Adverse Effect on Parent” shall not include any event, circumstance, change, effect, development, condition or occurrence to the extent arising out of or resulting from (i) any failure of Parent to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a Material Adverse Effect on Parent), (ii) changes that affect the industries in which Parent and its Subsidiaries operate generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (vi) the execution and delivery of this Agreement, or the public announcement of the Merger or other transactions contemplated hereby, (vii) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request or with the prior written consent of the Company, (viii) earthquakes, hurricanes, floods or other natural disasters, or (ix) changes in Law or GAAP (or the interpretation thereof), which in the case of each of clauses (ii), (iii), (iv), (v) and (ix) do not disproportionately affect Parent and its Subsidiaries, taken as a whole, relative to others in the industries in which Parent and its Subsidiaries operate, and in the case of clause (viii) do not disproportionately affect Parent and its Subsidiaries, taken as a whole, relative to others in the industries in which Parent and its Subsid...
Material Adverse Effect on Parent means a material adverse effect on the condition (financial or otherwise), properties, business, or results of operations of Parent and its subsidiaries taken as a whole, other than (i) effects caused by changes in general economic or securities markets conditions, (ii) changes or conditions that affect the U.S. property-casualty insurance industry in general, (iii) changes in GAAP or statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority and (iv) effects resulting from the announcement of this Agreement and the transactions contemplated hereby. Parent has delivered to the Company complete and correct copies of its certificate of incorporation, by-laws or other organizational documents and all amendments thereto to the date hereof.
Material Adverse Effect on Parent means any circumstance involving, change in or effect on Parent or any of its subsidiaries (i) that is, or is reasonably likely in the future to be, materially adverse to the assets business operations, results of operations, or the financial condition of Parent and its subsidiaries, taken as a whole, but excluding from the foregoing the effect, if any, of (a) changes in general economic conditions, (b) the compliance by the Company, Subsidiaries, Parent or Acquisition with the terms and conditions of this Agreement, (c) changes in the securities markets in general, (d) changes generally affecting the industry in which Parent and its subsidiaries operate (provided that such changes do not affect Parent and its subsidiaries, taken as a whole, in a disproportionate manner), (e) the effect on customers or suppliers of the public announcement or pendency of this Agreement or the transactions contemplated hereby, (f) any change in the price or trading volume of Parent Common Stock from the date hereof, in and of itself, (g) any stockholder class action litigation arising directly out of allegations of a breach of fiduciary duty relating to this Agreement, or (h) any failure to meet expectations of analysts, in and of itself; or (ii) that is reasonably likely to prevent or materially delay or impair the ability of Parent to consummate the transactions contemplated by this Agreement.
Material Adverse Effect on Parent shall have the meaning set forth in Section 5.1. "Merger" shall have the meaning set forth in the Granting Clauses. "Merger Price" shall have the meaning set forth in Section 2.1. "Operations" shall have the meaning set forth in Section 4.6(a). "Option" shall have the meaning set forth in Section 2.2. "Option Plan" shall have the meaning set forth in Section 2.2. "Other Filings" shall have the meaning set forth in Section 4.7. "Paying Agent" shall have the meaning set forth in Section 3.2(a). "person" shall include individuals, corporations, partnerships, trusts, other entities and groups (which term shall include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act). "Plans" shall have the meaning set forth in Section 4.10(a). "Preferred Stock" shall have the meaning set forth in Section 4.3. "Released Claim" shall have the meaning set forth in Section 2.4.(a). "Released Party" shall have the meaning set forth in Section 2.4(a). "SEC" means the Securities and Exchange Commission. "SEC Reports" shall have the meaning set forth in Section 4.6(a). "Shares" shall have the meaning set forth in the Granting Clauses. "Soap Opera Sale" means the sale of the assets of the Company and its subsidiaries pursuant to the agreements and documents included in Section 4.22 of the Company Disclosure Schedule. "Special Subs" shall have the meaning set forth in Section 4.3. 31 36 "subsidiary" or "subsidiaries" means, with respect to Newco, the Company or any other person, any corporation, partnership, joint venture or other legal entity of which Newco, the Company or such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, stock or other equity interests the holders of which are generally entitled to more than 50% of the vote for the election of the board of directors or other governing body of such corporation or other legal entity. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Tax Return" shall have the meaning set forth in Section 4.19. "Taxes" shall have the meaning set forth in Section 4.19. "Violation" shall have the meaning set forth in Section 4.5(a). "Voting Debt" shall have the meaning set forth in Section 4.3.
Material Adverse Effect on Parent means any circumstance, change in, or effect on Parent and its subsidiaries, taken as a whole, that is, or is reasonably likely in the future to be, materially adverse to the financial condition, results of operations, or the business or operations (financial or otherwise), of Parent and its subsidiaries, taken as a whole, provided that none of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect on the Parent: (i) a change in the market price or trading volume of the Parent Common Stock, (ii) a failure by the Parent to meet the revenue or earnings predictions of equity analysts as reflected in the First Call consensus estimate, or any other revenue or earnings predictions or expectations, for any period ending (or for which earnings are released) on or after the date of this Agreement and prior to the Effective Time, provided further that this Section 7.8(j)(ii) shall not exclude any underlying change, effect, event, occurrence, state of facts or developments that resulted in such failure to meet such estimates, predictions or expectations, (iii) general industry or economic conditions affecting the U.S. or world economy as a whole, (iv) conditions affecting the e-commerce industry, so long as such conditions do not affect the Parent in a disproportionate manner as compared to companies of a similar size, (v) any disruption of customer, supplier or employee relationships resulting from the announcement of this Agreement or the consummation of the Merger or transactions contemplated hereby, (vi) any litigation brought or threatened against the Parent, any member of Parent Board or any officer of Parent in respect of the discussions or negotiations relating to this Agreement or the announcement of this Agreement or the consummation of the Merger or the transactions contemplated hereby, or (vii) any change resulting from any action contemplated or permitted by this Agreement;