Acquisition Material Adverse Effect definition

Acquisition Material Adverse Effect means any “Material Adverse Effect” as such term is defined in the Acquisition Agreement.
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Acquisition Material Adverse Effect means (a) with respect to the Acquired Business, a material adverse effect on the results of operation or financial condition of the Acquired Business, taken as a whole, or on the ability of VES Solid Waste Holding, LLC, a Delaware limited liability company (the “Seller”) or Veolia Environmental Services North America Corp., a Delaware corporation (the “Parent”) to consummate the sale of all of the outstanding shares of the Target as contemplated by the Acquisition Agreement; provided, however, that without limiting the generality of what shall not constitute an “Acquisition Material Adverse Effect”, an event, occurrence, change or effect which results, directly or indirectly, from any of the following shall not constitute an “Acquisition Material Adverse Effect”: (i) general business, economic, climate, industry or market (including capital, securities or financial markets) events, occurrences, developments, changes, circumstances or conditions, (ii) the effect of any change that generally affects the industries or markets in which the Acquired Business operates (including changes in the fuel, power, natural gas, or waste-to-energy industries), the products or services for or in such industries or markets, or the market prices of commodities, including oil, fuel, fibers, aluminum and glass, and energy-related products such as methane gas and electricity, (iii) changes in applicable laws or regulatory policies, including the adoption of climate change regulation, regulations restricting emissions of greenhouse gases, and “flowcontrol” or other regulations restricting the transport or disposal of waste excluding any such change to the extent it disproportionately affects the Acquired Business, taken as a whole relative to other participants in the industry in which the Acquired Business operates, (iv) changes in accounting standards, principles or interpretations, (v) changes in political conditions, weather, natural disasters or other acts of God, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism, including any of the foregoing threatened or underway as of the date of the Acquisition Agreement, (vi) any change in or effect on the assets or properties of the Acquired Business which is cured (including by the payment of money) by Parent or Seller prior to the Acquisition Date, (vii) the negotiation, execution, announcement, pendency or performance of the Acq...
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Acquisition Material Adverse Effect means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate (a) is or would reasonably be expected to be materially adverse to the business, operations, results of operations, affairs, liabilities or obligations (whether absolute, accrued, conditional, contingent or otherwise), capitalization or financial condition of the Canadian Borrower and its Subsidiaries, taken as a whole; or (b) is or would reasonably be expected to impair in any material respect the ability of the Canadian Borrower to consummate the transactions contemplated by the Acquisition Agreement or to perform its obligations under the Acquisition Agreement on a timely basis; provided that none of the following shall be deemed, either individually or in the aggregate, to constitute an Acquisition Material Adverse Effect: any change, effect, event, occurrence, state of facts or development (A) in the financial, banking, credit, securities, or commodities markets, the economy in general or prevailing interest rates of the United States, Canada or any other jurisdiction, where the Canadian Borrower or any of its Subsidiaries has operations or significant revenues, (B) in any industry in which the Canadian Borrower or any of its Subsidiaries operates, (C) in the Canadian Borrower’s stock price or trading volume (provided that this clause (C) shall not be construed as providing that any cause or factor affecting the Canadian Borrower’s stock price or trading volume does not constitute an Acquisition Material Adverse Effect), (D) arising as a result of a change in U.S. GAAP or regulatory accounting principles or interpretations thereof after the date hereof, (E) in Law (as defined in the Acquisition Agreement as of the Acquisition Closing Date) or interpretations thereof by any Governmental Entity (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (F) arising or resulting from the announcement of the Acquisition Agreement, the pendency of the transactions contemplated therein and in the Plan of Arrangement (as defined in the Acquisition Agreement as of the Acquisition Closing Date), (G) arising or resulting from any failure by the Canadian Borrower to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that this clause (G) shall not be construed as providing that any cause or factor giving rise to such failure does not constitute an Acquisition Material Adverse Effect), (...
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Examples of Acquisition Material Adverse Effect in a sentence

  • Acquisition is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect.

  • There is no Proceeding pending or, to the knowledge of Acquisition, threatened against or affecting Acquisition or its properties or rights, before any Governmental Entity or arbitration board or tribunal, either alone or together with other similar actions, the outcome of which would reasonably be expected to (i) result in an Acquisition Material Adverse Effect, or (ii) prevent or materially delay the consummation of the transactions contemplated hereby.

  • Acquisition is not subject to any outstanding Judgment which would, individually or in the aggregate, result in an Acquisition Material Adverse Effect or would reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

  • There is no Action against or affecting Dragon Acquisition or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of either of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Dragon Acquisition Material Adverse Effect.

  • Dragon Acquisition is in compliance with all effective requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Dragon Acquisition Material Adverse Effect.

  • There is no fact known to GSCP or Acquisition which would reasonably be expected to have an Acquisition Material Adverse Effect which has not been set forth in this Agreement, including the Acquisition Disclosure Letter.

  • There shall not have been any occurrence, event, incident, action, failure to act, or transaction since September 30, 2009 which has had or is reasonably likely to cause a Dragon Acquisition Material Adverse Effect.

  • Dragon Acquisition is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect.

  • Since November 30, 2006, no Acquisition Material Adverse Effect shall have occurred.

  • No action, suit or proceeding before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body has or may have, in the reasonable opinion of Leewell or Longhai, a Dragon Acquisition Material Adverse Effect.


More Definitions of Acquisition Material Adverse Effect

Acquisition Material Adverse Effect means any state of facts, change, event, circumstance, effect or occurrence, individually or in the aggregate with other facts, change, event, effect or occurrence, that is or would reasonably likely be materially adverse to the, financial condition, results of operations, properties, assets or liabilities (including contingent liabilities), or business of the Target and its Subsidiaries taken as a whole; provided, that none of the following, and no changes, effects, events, circumstances, occurrences or states of facts arising out of or resulting from the following, shall be deemed, either alone or in combination, to constitute an Acquisition Material Adverse Effect, or be taken into account in determining whether there has been an Acquisition Material Adverse Effect, to the extent the following do not materially and disproportionately impact the Target and its Subsidiaries, taken as a whole, compared to other companies in the industry or industries in which the Target and its Subsidiaries operate, in which case the extent of such material and disproportionate effect may be taken in to account in determining whether an Acquisition Material Adverse Effect has occurred: (a) changes or effects in general economic conditions; (b) changes in laws or generally accepted accounting principles in the United States of America (or other analogous accounting standards) or the enforcement thereof; (c) changes or effects, including legal, tax or regulatory changes, that generally affect the industry or industry sectors in which the Target and its Subsidiaries operate; (d) any changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism; or (e) changes or effects that arise out of or are attributable to the negotiation, execution, public announcement, pendency or performance of the Acquisition Agreement or the compliance with the provisions thereof, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees, but excluding any breach, violation or default, event of default or event of acceleration (or any event or circumstance that with notice, the lapse of time, or both would be or constitute a breach, violation, default, event of default or event of acceleration) or right of first refusal, right of first offer or preferential right that occurs, becomes exercisable or is oth...
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Acquisition Material Adverse Effect means any Effect, individually or in the aggregate, that has had or is reasonably likely to have a material adverse effect on (i) the business, operations, properties, assets, condition (financial or other) or operating results of Acquisition, or (ii) the ability of Acquisition to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
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Acquisition Material Adverse Effect means any circumstance, change, effect, condition, development, event or occurrence that has resulted in, or would be reasonably likely to result in, a material adverse effect on the financial condition or value of the Acquired Assets, taken as a whole; provided, however, none of the following circumstances, changes, effects, conditions, developments, events or occurrences shall be deemed to constitute, or shall be taken into account in determining whether, an Acquisition Material Adverse Effect has occurred or would be reasonably likely to occur: (a) any changes in commodity prices or in general conditions in the oil and gas industry; (b) changes, events, effects, or developments generally applicable to the oil and gas industry in the States of Texas and Oklahoma provided that such changes, events, effects, or developments do not have a disproportionate effect on the Acquired Assets, taken as a whole as compared to similarly situated properties and assets in the States of Texas and Oklahoma; (c) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military, terrorist or criminal attack; (d) changes in Law, GAAP, or the interpretation thereof from and after November 19, 2014; (e) the announcement or pendency of the Acquisition Agreement, actions contemplated by the Acquisition Agreement or the other Transaction Documents (as defined in the Acquisition Agreement), or the consummation of the transactions contemplated thereby; (f) matters that will be reflected as a downward adjustment in the determination of the Adjusted Purchase Price (as defined in the Acquisition Agreement) as of the Closing Date; (g) changes or developments in financial or securities markets or the economy in general; (h) effects of weather, meteorological events, natural disasters, or other acts of God; (i) any decrease in the market price of Borrower’s or either of the Sellers’ (or the Borrower’s or either of the Sellers’ parent’s) publicly traded equity securities; (j) the downgrade in the rating of any debt or debt securities of the Borrower or the Sellers (or the Borrower’s or either of the Sellers’ parent); or (k) effects or changes that are cured or no longer exist by the earlier of the Closing (as defined in the Acquisition Agreement) or the termination of the Acquisition Agreement under Article 13 thereof.
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Acquisition Material Adverse Effect means any change, effect, event, occurrence, state of facts or development (taking into account any third party insurance) that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, properties, assets or results of operations of the NA Group, taken as a whole, except to the extent any such effect results from (i) the negotiation, execution, performance or announcement of the Stock Purchase Agreement or the Ancillary Agreements or the consummation of the transactions contemplated by the Stock Purchase Agreement or the Ancillary Agreements, including the impact of any of the foregoing on relationships, contractual or otherwise, with customers, suppliers, joint venture co-owners, counterparties, partners or employees, (ii) any action taken at the written request of the Parent Buyer, (iii) the identity of, or the effects of any facts or circumstances relating to, the Buyers or their Affiliates, (iv) any failure of the NA Group to meet any projections or forecasts (it being understood that the underlying causes of such failure may, if they are not otherwise excluded from the definition of Acquisition Material Adverse Effect, be taken into account in determining whether an Acquisition Material Adverse Effect has occurred), (v) any changes or conditions affecting the homebuilding industry generally in Arizona, California, Colorado, Florida, Texas or Ontario, (vi) any earthquake, hurricane, tornado or other natural or weather-related disaster, (vii) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (viii) any changes in the United States, Canadian or global economy or capital, financial, credit, mortgage or securities markets generally, including changes in interest or exchange rates, (ix) any changes in legal, economic, regulatory or political conditions generally in the geographic regions where the NA Group Companies or Joint Venture Affiliates operate or own or lease any property or (x) changes in Applicable Law or any accounting standards or interpretation thereof, which in the case of clauses (v), (vi), (vii), (viii), (ix) and (x) only, do not disproportionately affect the NA Group, taken as a whole, relative to other participants in the homebuilding industry in the United States and Canada, and (b) the Sellers’ ability to consummate the transactions contemplated by the Stock Purchase Agreement and the Ancillary Agreements. Capitalized terms us...
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Acquisition Material Adverse Effect means a materially adverse effect on the business, assets, liabilities, operations or financial condition of the Borrower, the Borrower’s Subsidiaries and the Target, taken as a whole, since December 31, 2005, excluding any such effect arising in connection with (i) the Acquisition Agreement, the transactions contemplated thereby or the announcement or consummation thereof or the taking of any actions required by the Acquisition Agreement, (ii) changes or conditions generally affecting the industries in which the Borrower, its Subsidiaries or the Target operate, to the extent such changes or conditions do not disproportionately impact the Borrower, its Subsidiaries and the Target, taken as a whole, (iii) general economic or financial markets conditions, (iv) any change in GAAP in the United States, (v) changes in any Federal, state or local law (statutory, common or otherwise), constitution, treaty, conversion, ordinance, code, rule, regulation, order, injunction, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by any Governmental Authority, including any political subdivision thereof, that is binding upon or applicable to the Borrower, its Subsidiaries or the Target, the properties or assets of any of the forgoing or the business or operations of any of the foregoing, to the extent such changes do not disproportionately impact the Borrower, its Subsidiaries and the Target, taken as a whole, (vi) any failure by the Borrower, its Subsidiaries or the Target to meet analysts’ revenue or earning projections and (vii) any decline in the price of any publicly traded securities of the Borrower or the Target (it being understood, in the case of clauses (vi) and (vii), that the facts or occurrences giving rise or contributing to any such failure or decline may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, an Acquisition Material Adverse Effect). Table of Contents
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Related to Acquisition Material Adverse Effect

  • SPAC Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement or the consummation of the Mergers and the other Transactions; provided, however, that none of the following (or the effect of any 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 SPAC Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any Law or US GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC 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 or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic (including COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or acts of God, (vi) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transaction, or (viii) any actions taken, or failures to take action, or such other changed or events, in each case, which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of clauses (i) through (iii), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operate.

  • Seller Material Adverse Effect means a material adverse effect on the ability of Seller to perform its obligations under, and consummate the transactions contemplated by, this Agreement.

  • Company Material Adverse Effect means a material adverse effect on (i) the business, results of operation or financial condition of the Company and its consolidated subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed to include the effects of (A) changes after the date of the Letter Agreement (the “Signing Date”) in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company and its subsidiaries operate, (B) changes or proposed changes after the Signing Date in generally accepted accounting principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative interpretations thereof, (C) changes or proposed changes after the Signing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the Company and its consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial services organizations), or (D) changes in the market price or trading volume of the Common Stock or any other equity, equity-related or debt securities of the Company or its consolidated subsidiaries (it being understood and agreed that the exception set forth in this clause (D) does not apply to the underlying reason giving rise to or contributing to any such change); or (ii) the ability of the Company to consummate the Purchase and the other transactions contemplated by this Agreement and the Warrant and perform its obligations hereunder or thereunder on a timely basis.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Parent Material Adverse Effect means any change, event, occurrence or development that would reasonably be expected to prevent, or materially impair or delay, the ability of either Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Offer, the Merger and the other Transactions.

  • Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change or prospective change in the Target’s credit rating shall not be excluded); provided, further, however, that the change, effect, event or occurrence referred to in the preceding clauses (i), (ii) and (iii) shall be excluded pursuant to such clause only to the extent such change, effect, event or occurrence does not adversely affect the Target and its subsidiaries, taken as a whole, disproportionately to other companies operating in the industries in which the Target and its subsidiaries compete (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or is reasonably likely to be, a Target Material Adverse Effect).

  • Property Material Adverse Effect shall have the meaning assigned thereto in the Mortgage.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • 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.

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent, the Issuer or any Lender to enforce the Loan Documents.

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;