Material Adverse Effect (or Change) definition
Material Adverse Effect (or Change) means any circumstance, change, development, event, condition, occurrence, effect or state of facts that, individually or in the aggregate, may be materially adverse or would reasonably be expected to be materially adverse to the business, assets (including intangible assets), liabilities, or financial condition of the Company taken as a whole. Notwithstanding the foregoing, no circumstance, change, development, event, condition, occurrence, effect or state of facts will be deemed to be a Material Adverse Effect (or Change) if (a) it generally affects the industry in which the Company operates, (b) it is the result of any changes to K-IFRS or accounting standards or principles or any change in applicable Laws or the interpretation thereof, (c) it is caused by any and all changes in general economic or political conditions, or (d) it is the result of the execution of this Agreement or the public announcement of the Transaction.
Material Adverse Effect (or Change) means, with respect to a particular Person, any event, fact, circumstances or condition that, individually or in the aggregate with any other such events, facts, circumstances or conditions, has had or would be reasonably expected to have (a) a material adverse effect on the business, results of operations, assets or financial condition of such Person and its subsidiaries (if any), taken as a whole, or (b) a material impairment of such Person’s ability to consummate the transactions contemplated hereby; provided, however, that the term “Material Adverse Effect or (Change)” shall not include any event, fact, circumstances or condition to the extent resulting from an action affirmatively taken by Buyer or its Affiliates after the date hereof and prior to the Closing Date; general economic changes or changes in the general industry of the Company; acts of terrorism or war; or political or civil instability, disturbance or unrest.
Material Adverse Effect (or Change) means (1) any Event, circumstance, occurrence, fact, condition, change or effect that is materially adverse to (a) the business, operations, financial condition, management, properties, assets or liabilities of any member of the Group; or (b) the ability of any Party (other than the Purchaser) to perform any of its obligations hereunder or to consummate the transactions contemplated in this Agreement or (2) the state of affairs and financial and trading positions of the Group as shown in the Audited Accounts being materially and adversely different from those as shown in the Management Accounts;
Examples of Material Adverse Effect (or Change) in a sentence
Seller shall grant, or suffer to exist, any Lien on any Purchased Asset (except any Lien in favor of Buyer); or at least one of the following fails to be true (A) the Purchased Assets shall have been sold to Buyer, or (B) the Liens contemplated hereby are first priority perfected Liens on the Purchased Assets in favor of Buyer; or (k) Material Adverse Effect or Change.
So far as the Vendor is aware and save as Disclosed, since the Accounts Date, there has not been any Material Adverse Effect (or Change) affecting the financial or trading position, prospects, goodwill or the overall business of the Company.
Since 31 March 2017, there has not been any Material Adverse Effect (or Change).
For purposes of this Agreement, a reduction of Net Revenue and/or EBITDA in an amount up to 20% of the Net Revenue Target and/or the EBITDA Target, respectively, shall be excluded from any determination of Material Adverse Effect or Change.
More Definitions of Material Adverse Effect (or Change)
Material Adverse Effect (or Change) means any Event that (a) individually or in the aggregate, results in or would reasonably be expected to result in a material adverse change to, or effect on, the business, condition (financial or otherwise), results of operations, assets, properties or liabilities of any of (i) the Business, Seller or the Acquired Assets, taken as a whole, solely with respect to Seller, or (ii) the business or assets of Buyer, taken as a whole, solely with respect to Buyer, or (b) results in or would reasonably be expected to result in a material impairment of, or delay in, the ability of any Party to effect the Closing or to perform its respective obligations under this Agreement; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a “Material Adverse Effect”: any Event arising out of or attributable to (i) changes in the economy or financial markets prevailing interest rates and market conditions, generally in the United States or that are the result of acts of war or terrorism, (ii) any changes in applicable Laws or accounting rules, including GAAP, (iii) any change, effect or circumstance resulting from an action required by this Agreement, (iv) any change, effect or circumstance resulting from the announcement of this Agreement in accordance with Section 12.6 (provided that in the case of clauses (i) and (ii) there is not a disproportionate impact on the Business, the Seller, or the Acquired Assets in comparison to other Persons engaged in businesses or lines of business similar to the Business).
Material Adverse Effect (or Change) means any circumstance, development, effect, event, condition or occurrence which (i) has been, or reasonably could be expected to be, material and adverse with respect to the Seller’s financial condition, assets, properties, liabilities, rights, obligations, operations or prospects of the Business taken as a whole, or (ii) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of the Seller to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement; provided, that “Material Adverse Effect (or Change)” shall not include any circumstance, development, effect, event, condition or occurrence, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Business operates that do not affect the Business disproportionately to the other participants in such industries; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof that do not affect the Business disproportionately to the other participants in such industries; (vii) any natural or man-made disaster or acts of God; or (viii) any failure by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition).
Material Adverse Effect (or Change) means any circumstance, development, effect, event, condition or occurrence (any such item, an “Effect”) that (a) has been, or reasonably could be expected to be, material and adverse with respect to the business, condition (financial or otherwise), assets, properties, Liabilities, rights, obligations or operations of the Business or the Company and its Subsidiaries, taken as a whole, or (b) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, nor be taken into account in determining whether there has been or will be, a Material Adverse Effect (or Change): (i) any change in the Company’s stock price or trading volume, in and of itself (provided, however, that the exception in this clause shall not in any way prevent or otherwise affect a determination that any change, event, circumstance, development or effect underlying such decrease has resulted in, or contributed to, a Material Adverse Effect (or Change)), (ii) any failure by the Company to meet published revenue or earnings projections, in and of itself, (iii) any Effect that results from changes affecting the enterprise software industry or the customer relationship management software market generally (to the extent such Effect is not disproportionate with respect to the Company in any material respect) or the United States economy generally (to the extent such Effect is not disproportionate with respect to the Company in any material respect), (iv) any Effect that results from changes affecting general worldwide economic or capital market conditions (to the extent such Effect is not disproportionate with respect to the Company in any material respect), (v) any Effect resulting from compliance with the terms and conditions of this Agreement, or (vi) any Effect directly attributable to the loss of any individual officer or employee of the Company or any number of officers or employees in the aggregate, other than, in either case, any Effect directly attributable to the loss of any individual or officer identified on Schedule I, which Effect may be taken into account in determining whether there has been or will be, a Material Adverse Effect (or Change).
Material Adverse Effect (or Change) means, with respect to a particular Person, (a) a material adverse effect on the business, results of operations, assets or financial condition of such Person and its subsidiaries (if any), taken as a whole, or (b) a material impairment of such Person’s ability to consummate the transactions contemplated hereby; provided, however, that the term “Material Adverse Effect (or Change)” shall not include any effect attributable to the identity of Parent; the existence of or the public announcement of this Agreement; general economic changes or changes in the general industry of the Company; acts of terrorism or war; or political or civil instability, disturbance or unrest. Table of Contents
Material Adverse Effect (or Change) means any event, fact, circumstances or condition (a) that, when such term is used in relation to the Company, (i) is materially adverse to the business, results of operations, assets or financial condition of the Company, Security LLC and Systems LLC taken as a whole, or (ii) would materially impair or delay the ability of the Company to perform its obligations hereunder, including the consummation of the transactions contemplated hereby, or (b) that, when such term is used in relation to Buyer, (i) is materially adverse to the business, results of operations, assets or financial condition of Buyer, or (ii) would materially impair or delay the ability of Buyer to perform its obligations hereunder, including the consummation of the transactions contemplated hereby, or (c) that, when such term is used in relation to any Sellers, would materially impair or delay the ability of such Seller to perform its obligations hereunder, including the consummation of the transaction contemplated hereby. The term "Material Adverse Effect or (Change)" shall not include any event, fact, circumstance or condition (x) to the extent attributable to the execution and delivery of this Agreement or announcement or pendency of the transactions contemplated hereby, (y) attributable to general economic changes or changes in the general industry of the Company or Buyer, acts of terrorism or war; or political or civil instability, disturbance or unrest, or (z) only with respect to the Company and Sellers, any event, fact, circumstances or condition to the extent resulting from an action affirmatively taken by Buyer or their Affiliates after the date hereof and prior to the Closing.
Material Adverse Effect (or Change) means any circumstance, development, effect, event, condition or occurrence which (a) has been, or reasonably could be expected to be, material and adverse with respect to the business, condition (financial or otherwise), assets, properties, Liabilities, rights, obligations, operations or prospects of the Group Companies as whole or substantial parts of its Business, or (b) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of any Group Company to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement.
Material Adverse Effect (or Change) means any event, circumstance, occurrence, fact, condition, change or effect that is materially adverse to (a) the business, operations, financial condition, prospects, management, properties, assets or liabilities of any member of the Group; or (b) the ability of any party to perform any of its obligations hereunder or to consummate the transactions contemplated in this Undertaking;