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.
Buyer Material Adverse Effect means any result, occurrence, fact, change, event or effect that would be or could reasonably be expected to be, either individually or in the aggregate (taking into account all other results, occurrences, facts, changes, events or effects), materially adverse to the business of the Buyer, capitalization, financial condition, operating results, or operations of the Buyer, taken as a whole, or to the ability to timely consummate the Transactions.
Buyer Material Adverse Effect or "Buyer Material Adverse Change" shall mean any change affecting, or condition having an effect on, Buyer and Buyer's Subsidiaries that is, or would reasonably be expected to be, materially adverse to the assets, Liabilities, business, financial condition or results of operations of Buyer and Buyer's Subsidiaries, taken as a whole.
Examples of Buyer Material Adverse Effect in a sentence
There is no Litigation pending or, to the Knowledge of Buyer, threatened in writing against Xxxxx that would reasonably be expected to result in any liability for Buyer that would, individually or in the aggregate, have a Buyer Material Adverse Effect.
The Buyer shall have delivered to the Seller a certificate, signed by an executive officer of the Buyer, dated as of the Closing Date, certifying the matters set forth in Sections 9.1 (Representations and Warranties Accurate), 9.2 (Performance), unless the Agreed Stock Consideration Value equals €0, 9.5 (Stock Exchange Listing), and 9.8 (No Buyer Material Adverse Effect).
During the previous three (3) years, neither the Buyer nor any of its Subsidiaries has received written notice from any Governmental Authority asserting that the Buyer or any Subsidiary of the Buyer is in violation of any Law or Order, except such violations that would not have a Buyer Material Adverse Effect.
As of the date hereof, there is no Action by or against Buyer pending or, to the knowledge of Buyer, threatened that would, if determined adversely to Buyer reasonably be expected to have a Buyer Material Adverse Effect or affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.
The business of the Buyer and its Subsidiaries, taken as a whole, is not being, and during the previous three (3) years has not been, conducted in violation of any applicable Laws or Orders, except such violations that would not have a Buyer Material Adverse Effect.
More Definitions of Buyer Material Adverse Effect
Buyer Material Adverse Effect has the meaning set forth in Section 5.3(a).
Buyer Material Adverse Effect means a material adverse effect on the ability of Buyer to consummate the Transactions.
Buyer Material Adverse Effect means any material and adverse effect on the assets, liabilities, financial condition, business, operations, affairs or circumstances of Buyer.
Buyer Material Adverse Effect means, with respect to Guarantor or Operating Buyer, as applicable, (“the Entity”) any Effect that, individually or in the aggregate, (x) is or would reasonably be expected to be materially adverse to the business, results of operations or financial condition of the Entity and its Subsidiaries, taken as a whole, or (y) would reasonably be expected to result in a materially adverse effect on the Entity’s’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that any Effect attributable to (a) any changes affecting the solar or wind power industry generally, (b) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Order, protocol, government program, industry standard or change of Applicable Law of or by any Governmental Authority, (c) any change in wholesale or retail electric power prices, (d) any change in general regulatory or political conditions, including any engagement of hostilities, act of war or terrorist activity or any change imposed by a Governmental Authority associated with national security or any natural disasters, (e) any change in GAAP, (f) the announcement, pendency or consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, (g) any action taken by the Entity that is required pursuant to this Agreement, (h) any action taken (or omitted to be taken) at the specific request of the Sellers, (i) any failure by the Entity to meet any projections or forecasts for any period occurring on or after the date hereof (but, for the avoidance of doubt, not the underlying cause of any such failure) or (j) any change or development in any financial, banking or securities market (including any increased interest rates or other costs for, or reduction in the availability of, financing or suspension of trading in, or limitation on prices for, securities on a securities market (including an over-the-counter market), exchange or trading platform) or the economy in general, shall, in each case, be excluded from such determination, except in the event the Effect of such changes or events attributable to the foregoing subclauses (a), (b), (d), (e) or (j) would reasonably be expected to have a disproportionate impact on the Entity and its Subsidiaries, taken as a whole, relative to other solar or wind development companies operating in the markets in which the Entity and its Subsidiaries operate (but onl...
Buyer Material Adverse Effect means any event, change, fact, condition, circumstance or occurrence that, when considered either individually or in the aggregate together with all other adverse events, changes, facts, conditions, circumstances or occurrences, has had or would reasonably be expected to have a material adverse effect on (A) the operations, results of operations, properties, assets, or financial condition of KCAP and its Subsidiaries, taken as a whole, or (B) the ability of the KCAP or Buyer to consummate the Contemplated Transactions; provided, however, that solely with respect to clause (A), no adverse event, change, fact, condition, circumstance or occurrence to the extent directly attributable to any of the following shall be deemed to be, nor shall be taken into account in determining whether there has been, a Buyer Material Adverse Effect: (a) any changes in the United States or foreign economies as a whole or securities or financial markets in general, (b) any changes that generally affect the industries in which KCAP or its Subsidiaries operate, taken as a whole, (c) any natural disasters, hostilities, acts of war, sabotage or terrorism or military actions, (d) the failure of KCAP or its Subsidiaries to meet any of its internal projections (it being understood that any cause of any such failure that is not otherwise excluded pursuant to the terms of this definition may be taken into consideration when determining whether there has been a Buyer Material Adverse Effect), (e) any changes in GAAP or applicable Legal Requirement and (f) any change in the price or trading volume of the KCAP Common Stock on the NASDAQ Stock Market (it being understood that any cause of any such failure that is not otherwise excluded pursuant to the terms of this definition may be taken into consideration when determining whether there has been a Buyer Material Adverse Effect), which, in the case of clauses (a) through (d), does not disproportionately affect KCAP and its Subsidiaries, taken as a whole, relative to other companies in the industries in which KCAP and its Subsidiaries operate.
Buyer Material Adverse Effect shall have the meaning ascribed to such term in Section 4.3.
Buyer Material Adverse Effect means any change in or effect on Buyer or the business of Buyer or any part thereof that would materially impair the validity or enforceability of the Transaction Documents or materially adversely affect or delay Buyer's ability to consummate the Closing or perform its obligations under the Transaction Documents; provided that neither of the following will constitute a Buyer Material Adverse Effect: (a) any change resulting from or relating to general economic conditions or (b) any change generally affecting the industries in which Seller operates.