Common use of Transaction Material Adverse Effect Clause in Contracts

Transaction Material Adverse Effect. “Transaction Material Adverse Effect” shall mean a material adverse change in or effect on the financial condition, business, properties, results of operations or prospects of (i) the European Business and (ii) Smithfield France and the Subsidiaries, taken as a whole; provided, however, that “Transaction Material Adverse Effect” shall not include the effect of any change or effect arising out of or attributable to (a) the markets in which the European Business or Smithfield France and the Subsidiaries operate generally, (b) general economic or political conditions (including those effecting the securities markets), (c) the public announcement of this Agreement or the Purchase Agreement or of the consummation of the transactions contemplated hereby and thereby, (d) any change arising in connection with acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof or (e) changes in Laws or accounting rules.

Transaction Material Adverse Effect. “Transaction Material Adverse Effect” shall mean a material adverse change in or effect on the financial condition, business, properties, results of operations or prospects of (i) the European Business (as defined in the Purchase Agreement) and (ii) Smithfield France and the Subsidiaries, taken as a whole; provided, however, that “Transaction Material Adverse Effect” shall not include the effect of any change or effect arising out of or attributable to (a) the markets in which the European Business or Smithfield France and the Subsidiaries operate generally, (b) general economic or political conditions (including those effecting the securities markets), (c) the public announcement of this Agreement or the Purchase Agreement or of the consummation of the transactions contemplated hereby and thereby, (d) any change arising in connection with acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof or (e) changes in Laws or accounting rules.