Material Adverse Changes definition

Material Adverse Changes means material changes in the veterinary clinical chemistry markets which result from (a) the commercial introduction into the veterinary market, other than by IDEXX or its affiliates, of a technology not previously available in the veterinary clinical chemistry market, (b) the eradication of one or more diseases, or the development of new disease therapies, treatments or diagnostics, which significantly reduces demand for veterinary clinical chemistry testing or (c) the inability or unwillingness of OCD to supply VETTEST or VITROS slides in accordance with IDEXX’s Annual Purchase Forecasts pursuant to Section 5.04 below. Whether a Material Adverse Change has occurred will be determined by reference to the effect of a change in the veterinary clinical chemistry market on IDEXX and IDEXX BV taken as a whole, and not on either individually. The parties shall discuss in good faith any assertion by IDEXX or IDEXX BV that a Material Adverse Change has occurred or is continuing. If the parties agree that a Material Adverse Change has occurred or is continuing, they shall negotiate in good faith with respect to appropriate reductions in Purchase Commitments, VETTEST slide prices (including single and PANELS/PROFILES slides) and/or amounts which would otherwise be payable pursuant to the first sentence of this Section 5.02 to appropriately allocate the effects of such Material Adverse Change on the parties.

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Material Adverse Changes mean any adverse changes in the legal status, financial position, assets or business prospects of any natural person, legal person or other organization, which have a material adverse effect on ability of such natural person, legal person or other organization to perform its obligations under the Transaction Documents of the Present Investment.

Material Adverse Changes or "Material Adverse Effect" means, when used with respect to DDI or the Company, as the case may be, any change or effect that is or would reasonably be expected (so far as can be foreseen at the time) to be materially adverse to the assets, condition (financial or otherwise) or results of operations of DDI and its Subsidiaries taken as a whole, or the Company and its Subsidiaries taken as a whole, as the case may be, and (b) "Subsidiary" means any corporation, partnership, joint venture or other legal entity of which DDI or the Company, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Examples of Material Adverse Changes in a sentence

• Material Adverse Changes will not apply during the then-current Subscription term but will take effect upon renewal.

• Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package, or the Prospectus, there has not been any Material Adverse Changes or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.

• Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Materials, or the Prospectus, there has not been any Material Adverse Changes or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.

• There have been no Material Adverse Changes to the Company’s business, financial condition, or prospects from the dates of such Disclosure Documents through the date of the Investment Commitment Closing.

• No Material Adverse Changes shall have occurred since the Closing Date and be continuing.

• Absence of Material Adverse Changes or Certain Other Events...............................

• No pending litigation, arbitration, dispute, investigation or any other pending legal proceedings or matters which prohibit or cause Material Adverse Changes to the transactions hereunder or cause the invalidity or unenforceability of this Agreement.

• There shall have been delivered to Agent (with sufficient copies for each of Lenders) a certificate of an Executive Officer of Borrower certifying, as of the Effective Date, compliance with the conditions of Section 6.1 and also the absence of any Material Adverse Changes of the type referred to in Section 6.8.

• Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Changes or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.

• A condition to the obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be that all representations and warranties of the Company and Trussnet contained in this Agreement and in the Chinacomm Agreements shall be or remain true and correct as of the Closing Date and no Material Adverse Changes to the Company, Trussnet or any of the Chinacomm Parties shall have occurred.

More Definitions of Material Adverse Changes

Material Adverse Changes. If there is a material adverse change in the business or financial condition and/or creditworthiness of Customer (as determined by Sunwave at its discretion) or if Customer fails to meet its obligations under this Agreement or pay or post any required security deposit, then, in addition to any other remedies that it may have, Sunwave may terminate this Agreement upon 15 days’ written notice to Customer. Term: This Agreement will run for [xx] ▇▇▇▇ cycles ("Initial Term"). The Initial Term of this Agreement will start on the meter read date following acceptance by the Utility ("Start Date") and end on the later of the first Utility meter read date available for de-enrollment after the term or the next meter read date following successful de-enrollment of your account by the Utility ("End Date"). Your Utility has the right to change meter read cycles and schedules. There may be a delay up to two months or more for the Utility to process the enrollment and de-enrollment of your account. Upon the expiration of the Initial Term, you will be converted to another fixed term (each, a “Renewal Term” and together with the Initial Term, the “Term”) subject to the terms and conditions as set forth in this Agreement. Background: Sunwave is a supplier licensed by the Connecticut Public Utility Regulatory Authority (“PURA”) to offer and supply electric generation services. Sunwave sets the generation prices and charges that you pay. The Federal Energy Regulatory Commission regulates transmission prices and services. Your Utility will deliver the electric generation to you at rates that are regulated by PURA. Please retain this Agreement for your records. Sunwave is not affiliated with your Utility or any city or town energy program.

Material Adverse Changes means such events which cause losses of RMB300,000,000 or more to the operation of the Target Businesses separately, or cause losses of RMB1,000,000,000 or more to the operation of the Target Businesses collectively;

Material Adverse Changes means a decrease of more than fifteen percent (15%) in net worth or incurring a debt obligation, other than a debt obligation under this Agreement or any Notes, in excess of Three Hundred Fifty Thousand Dollars and No Cents ($350,000.00) in principal amount.

Material Adverse Changes means (1) the Individual Proprietor is under any investigation by any governmental department, thereby causing any impact on the transfer of the target assets; (2) the Seller is involved in any lawsuit, arbitration or any other judicial proceeding, thereby causing any impact on the transfer of the target assets; or (3) any change that causes, or would cause, as so reasonably deemed, any material adverse impact on the ownership right, right to use or other rights in the target assets.

Material Adverse Changes means any change in the business, property, **prospects,** condition (financial or otherwise) or results of operations of the Guarantor and its subsidiaries which could reasonably be expected to have a Material Adverse Effect. The term “Material Adverse Effect” shall mean a material adverse effect on (i) the business, property, condition (financial or otherwise), results of operations, or prospects of the Guarantor and its subsidiaries taken as a whole, (ii) the ability of the Guarantor to perform its obligations under this Guarantee, or (iii) the validity or enforceability of this Guarantee or the rights or remedies of ERCOT hereunder.