drop dead device; definition
drop dead device;. “virus;” “material bug;” corruptant; malware; “spyware;” or other similar programs (as such terms are understood in the cybersecurity industry) that could permit unauthorized or unlawful access, disablement, erasure or interference with any Company System, Software, or data of the Group Companies, or otherwise render the Company Systems incapable of being used in the manner for which they were designed. “Material Adverse Effect” means any effect, change, event or circumstance that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the businesses, assets and properties, financial condition, operating results or operations of the Group Companies, but shall exclude (i) any effects, changes, events or circumstances related to or resulting from (in each case other than to the extent they have a disproportionate impact on the Group Companies relative to other businesses in its industry) general economic, banking, currency, capital market, regulatory, political or environmental conditions (including acts of war, declared or undeclared, armed hostilities, terrorism, public health conditions or weather conditions), (ii) conditions generally affecting the industries in which the Business operates; (iii) any action expressly required by this Agreement or any action taken at the written request of Purchaser; (iv) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; or (v) any failure by the Business to meet any internal projections (whether or not shared with Purchaser), forecasts or revenue or earnings predictions (provided that the effects, changes, events or circumstances underlying such failures (subject to the other provisions of this definition) shall not be excluded); provided, however, that in the case of each of the foregoing clauses (i), (ii) and (iv), any such effect, change, event or circumstance shall not be excluded to the extent that, individually or in the aggregate, such effect, change, event or circumstance has or would reasonably be expected to have a disproportionate adverse effect on the businesses, assets and properties, financial condition, operating results or operations of the Group Companies relative to other companies operating in the same industries or geographies in which the Group Companies operate. “Merger Consideration” means the Estimated Closing Consideration plus the amount, if any, of the Post-Closing Payment (...
drop dead device;. “virus” (as these terms are commonly used in the Software industry) or other software routines or hardware components intentionally designed to permit unauthorized access, to disable
drop dead device;. “virus” (as these terms are commonly used in the Software industry) or other software routines or hardware components intentionally designed to permit unauthorized access, to disable or erase software, hardware, or data, or to perform any other similar type of unauthorized activities, including by the use of antivirus software with the intention of protecting the JCA Information Systems from becoming infected by viruses and other harmful code. To the Knowledge of AGCO, from the two (2)-year period preceding September 28, 2023 through the Closing Date, except as has not been or as would not reasonably be expected to be materially adverse to the JCA Business, no Person providing services for the JCA Information Systems has failed to meet any service or support obligations.