Acquiror Material Adverse Effect definition
Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.
Acquiror Material Adverse Effect means any change or effect that would prevent or materially impair the ability of Parent or Acquiror to consummate the Merger and the other transactions contemplated hereby in a timely manner.
Acquiror Material Adverse Effect means any event, occurrence, fact, condition or change that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the financial condition, business, properties or results of operations of the Acquiror Group, taken as a whole, or (b) the ability of Acquiror to consummate the transactions contemplated hereby; provided, however, that any adverse change, event, occurrence, fact, condition or effect arising from or related to (i) conditions affecting the United States economy generally, (ii) any national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in GAAP, (v) any changes in the cost of products, supplies and materials purchased from third party suppliers (including any changes in fuel or commodity prices), (vi) any failure, in and of itself, by the Acquiror Group to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided that the underlying causes of any failure to meet such internal or published projections, forecasts or revenue or earnings predictions, to the extent not otherwise excluded from the definition of “Acquiror Material Adverse Effect”, shall not be disregarded and may be considered in determining whether a “Acquiror Material Adverse Effect” has occurred), (vii) changes in any Laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity, (viii) any change that is generally applicable to the industries or markets in which the Acquiror Group operates unless such change disproportionately affects (relative to other participants in the industry) the Acquiror Group taken as a whole, (ix) the public announcement of the transactions contemplated by this Agreement or (x) the taking of any action required by this Agreement and the other agreements contemplated hereby, shall not be taken into account in determining whether a “Acquiror Mate...
Examples of Acquiror Material Adverse Effect in a sentence
Except as set forth on Schedule 4.16, to the knowledge of the Acquiror, there are no existing defaults by the Acquiror thereunder which would result in an Acquiror Material Adverse Effect, and to the knowledge of the Acquiror, the other parties are not in default of any of the material contracts, agreements and understandings in a manner that would have an Acquiror Material Adverse Effect.
To the Acquiror’s knowledge, the Acquiror has such ownership of or such rights by license, lease or other agreement to the Acquiror Intellectual Property as are necessary to permit it to conduct its operations as currently conducted, except where the failure to have such rights would not have an Acquiror Material Adverse Effect.
All Liabilities are disclosed on its SEC filings, except: (i) those not required under generally accepted accounting principles to be disclosed on the SEC filings, (ii) those which would not have an Acquiror Material Adverse Effect, and (iii) those which arose in the ordinary course of business subsequent to the Acquiror’s latest financial Statements.
Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have an Acquiror Material Adverse Effect.
To the Acquiror’s knowledge, the Acquiror is in material compliance with all applicable statutes, laws and regulations relating to the protection of the environment or occupational health and safety except for non-compliance which would not, individually or in the aggregate, have an Acquiror Material Adverse Effect.
More Definitions of Acquiror Material Adverse Effect
Acquiror Material Adverse Effect means any material adverse change in, or material adverse effect on, the business, financial, condition or operations of Acquiror and its Subsidiaries, taken as a whole which would prevent the Acquiror from operating in substantially the same manner as presently or involves more than $10,000.
Acquiror Material Adverse Effect means any event, state of facts, circumstance, development, change or effect that, individually or in the aggregate with all other events, states of fact, circumstances, developments, changes and effects, (i) is or is reasonably likely to be materially adverse to the business, assets, Liabilities (contingent or otherwise), properties, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries, taken as a whole, or (ii) would prevent or materially impair or materially delay the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the transactions contemplated hereby; provided, however, that, for the purposes of the immediately preceding clause (i), the following, individually and in the aggregate, shall be excluded from the definition of Acquiror Material Adverse Effect and from any determination as to whether an Acquiror Material Adverse Effect has occurred: (A) changes in general economic conditions, including prevailing interest rates, commodity prices and energy costs, (B) any change, event or effect resulting from the entering into or public announcement of the transactions contemplated by this Agreement, (C) general changes or developments in the industries in which Parent and its Subsidiaries operate, (D) any change, event or effect resulting from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally or declaration of war by the U.S. Congress, (E) a change in the trading price or volume of the Parent Common Stock on the NYSE, provided that the exception in this clause shall not prevent or otherwise affect a determination that any cause underlying such decline has resulted in, or contributed to, an Acquiror Material Adverse Effect, (F) earthquakes, hurricanes or other natural disasters, (G) compliance with the requirements of changes in Law or GAAP or any interpretation thereof, (H) any failure by Parent to meet internal projections or forecasts or published revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date hereof, provided that the exception in this clause shall not prevent or otherwise affect a determination that any cause underlying such decline has resulted in, or contributed to, an Acquiror Material Adverse Effect, except, in the case of the foregoing clauses (A), (C), (D), (E), (F) and (G), to the extent such changes or developments referred...
Acquiror Material Adverse Effect as used in this Agreement shall mean any change or effect that would be materially adverse to the financial condition, results of operations, business or prospects of Acquiror and its subsidiaries, taken as a whole, at the time of such change or effect.
Acquiror Material Adverse Effect has the meaning set forth in Section 4.3(b).
Acquiror Material Adverse Effect means any Event that, individually or in the aggregate with all other Events, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Acquiror; or (b) does or would reasonably be expected to prevent, materially delay or materially impede the performance by Acquiror or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, an Acquiror Material Adverse Effect: (i) any change in the interpretation of any Law or GAAP after the date of this Agreement; (ii) events or conditions generally affecting the industries in which Acquiror operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by Acquiror or any Merger Sub as required by this Agreement or any Ancillary Agreement, provided that with respect to this clause (vi), the Event underlying such action or inaction may be taken into account in determining an Acquiror Material Adverse Effect; (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the adverse impact thereof on relationships with customers, suppliers, employees or Governmental Authorities, but in each case only to the extent attributable to such announcement or consummation, and it being understood that this clause (vii) shall be disregarded for purposes of the representation and warranty set forth in Section 5.05 and the condition to Closing with respect thereto); or (viii) any actions taken, or failures to take action, or such other chan...
Acquiror Material Adverse Effect means a material impairment of Acquiror's ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on or prior to the Termination Date;
Acquiror Material Adverse Effect means any event, change, fact, development, circumstance, condition, matter or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions, matters or occurrences, is or would be reasonably likely to be materially adverse to, or has had or would be reasonably likely to have a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the Acquiror Entities, taken as a whole (including, their respective assets, properties or businesses, taken as a whole); provided, however, that, none of the following events, changes, facts, developments, circumstances, conditions, matters or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not an Acquiror Material Adverse Effect has occurred: (a) changes in general local, domestic, foreign, or international economic conditions, (b) changes affecting generally the industries or markets in which the Acquiror Entities operate, (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, (d) the announcement (in accordance with the terms of this Agreement), performance or consummation of this Agreement or the transactions contemplated hereby, including any disruption of customer or supplier relationships or loss of any employees or independent contractors of any Acquiror Entity; or (e) any changes in the applicable laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; except, in the case of clauses (a) through (c) and clause (e), to the extent disproportionately affecting the Acquiror Entities as compared with other Persons in the same industry and then only such disproportionate impact shall be considered.