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 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, 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
As of the Agreement Date, there is no Action pending (or, to the knowledge of Acquiror or the Merger Subs, being threatened) against Acquiror or either of the Merger Subs, that challenges, or that may have the effect of preventing, materially delaying, or making illegal, the Mergers or any of the other transactions contemplated by this Agreement or that would reasonably be expected to result in an Acquiror Material Adverse Effect.
Since December 31, 2020 through the Agreement Date, no Acquiror Material Adverse Effect has occurred or arisen.
No Acquiror Material Adverse Effect shall have occurred since the Agreement Datethat is continuing.
More Definitions of 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, 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, state of facts, development, change, circumstance, occurrence or effect that, individually or in the aggregate, has prevented or materially impaired or delayed, or would reasonably be expected to prevent or materially impair or delay, the ability of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub to perform its obligations under this Agreement or any Ancillary Agreements to which it is a party or to consummate the Transactions in accordance with and when required pursuant to this Agreement or such Ancillary Agreement.
Acquiror Material Adverse Effect means any event, change, fact, development, circumstance, condition or occurrence that would materially impair the ability of Acquirors or their Affiliates to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede Acquirors’ or any of their Affiliates’ consummation or performance of the transactions or obligations under the Transaction Documents.
Acquiror Material Adverse Effect means any material adverse change in or effect on the business, financial condition or results of operations of Acquiror and its subsidiaries, taken as a whole; provided, however, that the effects of changes that are generally applicable to (i) the United States economy or (ii) the United States securities markets shall be excluded from such determination; and provided, further that any adverse effect on Acquiror or the Merger Sub resulting from the execution of this Agreement and the transactions contemplated hereby shall also be excluded from such determination. Section 5.2