Acquisition MAC definition
Acquisition MAC means a material adverse effect on the business or results of operations or financial condition (measured on the basis of the applicable accounting principles) of Targets and their Subsidiaries taken as a whole, other than any such effect attributable to or resulting from: (i) changes in general economic conditions; (ii) general changes in the industries in which Targets and their Subsidiaries operate, except those events, circumstances, changes or effects that adversely affect Targets and their Subsidiaries to a materially greater extent than they affect other entities operating in such industries; or (iii) the public announcement or pendency of the transactions contemplated by the Acquisition Agreement; provided, however, that no event occurring with respect to Company, including, but not limited to, any corporate transaction with respect to Company or Securities issued by Company, any changes in Company’s capital structure or any change in Company’s financial condition, or any labor disturbance suffered by Targets and their Subsidiaries as a consequence of the announcement of the transaction contemplated by the Acquisition Agreement, shall be considered to result in an Acquisition MAC. In no event, however, shall the existence of the Ingenico Claims constitute an “Acquisition MAC”, subject to the terms of any Ingenico Order.