Acquired Business Material Adverse Effect means any change, effect, event, occurrence or state of facts that, individually or when taken together with all other such changes, effects, events, occurrences or states of fact, has a material adverse effect (i) on the business, condition (financial or otherwise) or results of operations of the Acquired Business (including the Transferred Assets and Assumed Liabilities), (ii) on the ability of Seller to consummate the Acquisition and/or (iii) the ability of Seller to substantially perform those of its obligations under the Transition Services Agreement and the Co-Manufacturing Agreement that are necessary to avoid Purchaser being deprived of a substantial portion of the benefits of the Acquisition (taking into account the availability of alternative arrangements for the provision of such services and the potential for an adequate monetary remedy for any failure to so perform such obligations). For purposes of this Agreement, “Acquired Business Material Adverse Effect” excludes any change, effect, event, occurrence or state of facts to the extent resulting from (A) changes in Applicable Law or applicable accounting regulations or principles to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (B) any outbreak or escalation of hostilities or war or any act of terrorism to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (C) changes in the United States, Canadian or Mexican economies, financial markets or geopolitical conditions in general, to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (D) changes in industries relating to the Acquired Business in general and not specifically relating to the Acquired Business (including fluctuations in prices of vegetable inputs), to the extent not materially and disproportionately affecting the Acquired Business as compared to other parties in its industries, (E) the failure, in and of itself (that is, this clause (E) will not prevent a determination that any change, effect, event, occurrence or state of facts underlying such failure, as opposed to such failure itself, has resulted in a Acquired Business Material Adverse Effect, so long as such underlying change, effect, event, occurrence of state of facts is not otherwise excluded from this definition of Acquired Business Material...
Acquired Business Material Adverse Effect means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances and occurrences, (i) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of the Target to consummate the Transactions (as defined in the Acquisition Agreement) and the other transactions contemplated by the Acquisition Agreement or (ii) is, or would reasonably be expected to be, materially adverse to the business, results of operations, properties, assets, liabilities, operations or financial condition of the Target and the Company Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall be taken into account, either alone or in combination, in determining whether an Acquired Business Material Adverse Effect has occurred for purposes of clause (ii) of this definition: (A) any changes in general United States or global economic conditions, (B) any changes in the general conditions of the industries in which the Target and the Company Subsidiaries operate, (C) any decline in the market price or trading volume of the Securities of the Target, in and of itself (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into account in determining whether there has been, an Acquired Business Material Adverse Effect), (D) any failure, in and of itself, by the Target to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, an Acquired Business Material Adverse Effect), (E) the execution and delivery of the Acquisition Agreement or the public announcement or pendency of the Transactions (as defined in the Acquisition Agreement) or any of the other transactions contemplated by the Acquisition Agreement, other than for purposes of Section 4.4 or Section 4.15(m) of the Acquisition Agreement or...
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof); and
Examples of Acquired Business Material Adverse Effect in a sentence
Except as otherwise contemplated by the Acquisition Agreement, since the date of the Acquisition Agreement, there has been no development, change, event or occurrence that, individually or in the aggregate, has had, or is reasonably likely to have, an Acquired Business Material Adverse Effect.
Since December 31, 2011, no change, effect, event or circumstance has occurred that, in the reasonable judgment of the Administrative Agent, has had, or would reasonably be expected to have, individually or in the aggregate, an Acquired Business Material Adverse Effect.
A certificate, dated the Effective Date and signed by a senior executive officer of the Borrower, confirming that the Specified Representations are true and correct on and as of the Effective Date and that, since December 31, 2010, no Acquired Business Material Adverse Effect shall have occurred.
This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York, provided that the laws of the State of Delaware shall govern in determining (i) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, (ii) whether an Acquired Business Material Adverse Effect (as defined in Exhibit B) has occurred and (iii) compliance with any Acquisition Agreement Representations.
Each of the Acquired Subsidiaries is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except for any such failures to be so qualified or in good standing, individually or in the aggregate, that have not had and are not reasonably likely to result in an Acquired Business Material Adverse Effect.
More Definitions of Acquired Business Material Adverse Effect
Acquired Business Material Adverse Effect means any effect that (a) has had a material adverse effect on the results of operations, assets, business or financial condition of the Acquired Business, taken as a whole, except that effects caused by any of the following, either alone or in combination, will not be taken into consideration for the purpose of determining whether an Acquired Business Material Adverse Effect has occurred pursuant to this clause (a): (i) any changes or circumstances affecting market, economic, credit, securities market, regulatory or political conditions in the United States or any other country in which the Acquired Business operates to the extent that such effects are not borne disproportionately by the Acquired Business; (ii) any changes or circumstances affecting any industry in which the Acquired Business operates to the extent that such effects are not borne disproportionately by the Acquired Business; (iii) any change in the price or availability of any raw material or commodity used or sold by the Acquired Business, provided that such effects are not borne disproportionately by the Acquired Business; (iv) any enactment of, change in, or change in interpretation of, any law or GAAP or governmental policy; (v) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war, or any escalation of any of the foregoing; (vi) any changes as a result of the announcement or pendency of the Merger Agreement or performance of the Transactions (as defined in the Merger Agreement), including by reason of the identity of the Acquired Business; (vii) any action taken pursuant to the terms of the Merger Agreement or with the consent or at the direction of the Borrower (or any action not taken as a result of the failure of the Borrower to consent to any action requiring the Borrower’s consent); (viii) any change in the market price, or change in trading volume, of the capital stock of the Acquired Business; (ix) any failure by the Acquired Business to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Acquired Business; (x) any pending, initiated, or threatened legal or administrative proceeding, claim, suit or action against the Acquired Business or any of its officers or directors, in each case, arising out of or relating...
Acquired Business Material Adverse Effect means any event, change, effect, development, state of facts, condition, circumstance or occurrence that has a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Exelis and its Subsidiaries, as the case may be, taken as a whole; provided, however, that none of the following, or the direct results thereof, shall constitute an Acquired Business Material Adverse Effect: (a) changes in the economy or financial markets generally in the United States; (b) changes that are the result of factors generally affecting the industries in which the Acquired Business operates; (c) changes in GAAP or in any Law of general applicability after the date of the Acquisition Agreement; (d) a decline in the price, or a change in the trading volume, of the Shares; (provided, however, that the exception in this clause (d) shall not apply to the underlying causes giving rise to or contributing to any such decline or change and shall not prevent any of such underlying causes from being taken into account in determining whether an Acquired Business Material Adverse Effect has occurred or would be reasonably likely to occur unless otherwise excluded pursuant to any of the other clauses of this definition); (e) the failure to meet internal or analysts’ expectations or projections for results of operations (provided, however, that the exception in this clause (e) shall not apply to the underlying causes giving rise to or contributing to any such failure and shall not prevent any of such underlying causes from being taken into account in determining whether an Acquired Business Material Adverse Effect has occurred or would be reasonably likely to occur unless otherwise excluded pursuant to any of the other clauses of this definition); (f) acts of war, insurrection, sabotage or terrorism (or the escalation of the foregoing), or any weather-related or other force majeure event or natural disaster; (g) the execution, delivery, announcement or pendency of the Acquisition Agreement or the consummation of the Transactions (as defined in the Acquisition Agreement) (including the impact thereof on the relationships, contractual or otherwise, of Exelis or any of its Subsidiaries with employees, customers, suppliers or business partners) (provided that the exception in this clause (g) shall not apply to any representations and warranties contained in Article V of the Acquisition Agreement that address the consequences from the ...
Acquired Business Material Adverse Effect means any event, occurrence, fact, condition, circumstance, development, change or effect that, individually or in the aggregate, (a) would, or would reasonably be expected to, materially impair the ability of Cedar Creek to consummate the Transactions (as defined in the Acquisition Agreement) or (b) has had, or would reasonably be expected to have, a material adverse effect upon the results of operations, financial condition or business of the Company Group, taken as a whole, other than, for the purposes of clauses (a) or (b), any adverse change in or effect on the Company Group (or any member thereof) that is caused by any delay in consummating the Closing (as defined in the Acquisition Agreement) as a result of a violation or breach by the Borrower or any representation, warranty, covenant or agreement contained in the Acquisition Agreement and, solely for purposes of clause (b), (i) events, occurrences, facts, conditions, circumstances, developments, changes or effects resulting from or relating to (A) applicable economic or market conditions affecting the U.S. generally or affecting the industry or markets in which the Company Group operates, (B) any change or proposed change in GAAP or other accounting requirements or principles, any change or proposed change in applicable Laws or the interpretation thereof, or any change in government policy (however effected), (C) any national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or escalation of any military or terrorist attack, (D) pandemics, earthquakes, hurricanes, tornados or other natural disasters, (E) general financial, banking, securities or capital market conditions, including interest rates or market prices, or changes therein, (F) the execution, announcement or the taking of any actions expressly required by the Acquisition Agreement, except in each case of clauses (A), (B) or (E) to the extent disproportionally affecting the Company Group relative to similarly situated businesses in the industry or (ii) the failure to meet any internal or published projections, forecasts for any period, provided, that the underlying causes of such failure may be considered in determining whether an Acquired Business Material Adverse Effect is present.
Acquired Business Material Adverse Effect means, with respect to the Acquired Business, (a) any change, fact, effect, event, occurrence or development that has a material adverse effect on the business, operations or financial condition of the Acquired Business and its Subsidiaries taken as a whole, excluding, however, the impact of (i) any changes or developments in domestic or any foreign market or domestic, foreign or global economic conditions generally, including (A) any changes or developments in or affecting the domestic or any foreign securities, equity, credit or financial markets or (B) any changes or developments in or affecting domestic or any foreign interest or exchange rates, (ii) changes in GAAP or any official interpretation or enforcement thereof, (iii) changes in Law or any changes or developments in the official interpretation or enforcement thereof by Governmental Entities, (iv) changes in domestic, foreign or global political conditions (including the outbreak or escalation of war, military actions, or acts of terrorism), including any worsening of such conditions threatened or existing on March 19, 2016, (v) changes or developments in the business or regulatory conditions affecting the industries in which the Acquired Business or any of its Subsidiaries operate, (vi) the announcement of the Acquisition Agreement or the transactions contemplated thereby (including the impact thereof on the relationships, contractual or otherwise, of the Acquired Business or any of its Subsidiaries with employees, labor unions, financing sources, customers, suppliers or partners), (vii) weather conditions or other acts of God (including storms, earthquakes, tornados, floods or other natural disasters), (viii) the loss of business with customers that are or become major customers of the Company or its Subsidiaries, (ix) a decline in the trading price or trading volume of the Acquired Business’ common stock or any change in the ratings or ratings outlook for the Acquired Business or any of its Subsidiaries but not, in any case, the underlying causes thereof, (x) the failure to meet any projections, guidance, budgets, forecasts or estimates, but not, in any case, including the underlying causes thereof, (xi) any action taken or omitted to be taken by the Acquired Business or any of its Subsidiaries at the written request of the Company, and (xii) any actions or claims made or brought by any of the current or former stockholders of the Acquired Business (or on their behalf or on behalf of the Acqu...
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on March 22, 2015).
Acquired Business Material Adverse Effect means any Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 2, 2019)
Acquired Business Material Adverse Effect means any event, development, state of facts, change or effect (each, a “Change”), that, individually or in the aggregate with any other Changes, has or would reasonably be expected to have a material adverse effect on (i) the business, financial condition or results of operations of HDI and its subsidiaries, taken as a whole or (ii) the ability of HDI and its subsidiaries, taken as a whole, to perform their respective obligations under the Agreement and Plan of Merger or to consummate the HDI Acquisition or the other transactions contemplated by the Agreement and Plan of Merger; provided, that, in the case of preceding clause (i) only, no Change to the extent attributable to or related to any of the following shall be taken into account when determining whether an “Acquired Business Material Adverse Effect” has occurred, or would reasonably be expected to occur: (A) conditions (or Changes after November 7, 2011 (the “Execution Date”) in such conditions) in the industry in which HDI or any of its subsidiaries operate, (B) general economic conditions (or Changes after the Execution Date in such conditions) within the United States or any other country, (C) conditions (or Changes after the Execution Date in such conditions) in the securities markets, credit markets, currency markets or other financial markets in the United States or any other country, (D) political conditions (or Changes after the Execution Date in such conditions) in the United States or any other country or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country, (E) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country, (F) the public announcement of the Agreement and Plan of Merger or the pendency of the transactions contemplated thereby, (G) any actions taken or the failure to take any action, in each case, which the Borrower and the Arrangers have approved, consented to or requested or any actions of the Borrower or any of its controlled affiliates which the Arrangers have approved, consented to or requested, (H) changes in any federal, state, local, municipal, foreign or other law, statute, constitution, resolution, ordinance, code, order, edict, decree, rule or regulation issued, enacted, adopted, promulgated, implemented or other...