MAMP Material Adverse Effect definition

MAMP Material Adverse Effect means any Effect that, individually or in the aggregate, (a) has had or would have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of MAMP and the MAMP Subsidiaries, taken as a whole or (b) would prevent, materially delay or materially impair the ability of MAMP, the Operating Partnership or Merger Sub to consummate the Merger on or prior to the Outside Date; provided, however, that for the purposes of clause (a), the following Effects (alone or in combination) shall not constitute a MAMP Material Adverse Effect: (i) any changes after the date hereof in general United States or global, financial, social or economic conditions or Effects on capital, financial, credit or securities markets generally (including changes in interest or exchange rates), (ii) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of or by any Governmental Entity after the date hereof, (iv) any actions taken, or the failure to take any action, if such action or such failure to take action is at the written request or with the prior written consent of the Company, (v) any Effect attributable to the negotiation, execution or announcement of this Agreement and the Transactions (including the Merger), including any litigation arising therefrom, and (vi) any failure by MAMP and the MAMP Subsidiaries to meet any internal or published projections, estimates or expectations of their revenue, earnings or other financial performance metrics or results of operations for any period, in and of itself, or any failure by MAMP and the MAMP Subsidiaries to meet their internal budgets, plans or forecasts of their revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure and that are not otherwise excluded from the definition of a “MAMP Material Adverse Effect” may be taken into account).
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Examples of MAMP Material Adverse Effect in a sentence

  • MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect.

  • From January 1, 2018 through the date of this Agreement, (i) MAMP and each MAMP Subsidiary has conducted its business in all material respects in the ordinary course consistent with past practice, (ii) there has not been any MAMP Material Adverse Effect, and (iii) no actions have been taken which, if such actions were taken after the date hereof and prior to Closing, would be in violation of Section 4.1.

  • On the Closing Date, there shall not exist any event, circumstance, change or effect arising after the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a MAMP Material Adverse Effect.