Purchaser Material Adverse Effect definition
Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.
Purchaser Material Adverse Effect means any event, change or effect that would reasonably be expected to prevent or materially delay the consummation by Purchaser of the Contemplated Transactions.
Purchaser Material Adverse Effect has the meaning set forth in Section 5.3(a).
Examples of Purchaser Material Adverse Effect in a sentence
As of the date of this Agreement, (a) there is no Action pending or, to the Knowledge of Purchaser, threatened, against Purchaser or any of its Affiliates except as would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, and (b) neither Purchaser nor any of its Affiliates is subject to any outstanding Order, except as would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
More Definitions of Purchaser Material Adverse Effect
Purchaser Material Adverse Effect means any adverse effect on the business, operations, prospects or financial condition of the Purchaser that is material and adverse to the Purchaser and/or any condition, circumstance or situation that would prohibit or otherwise materially interfere with the ability of the Purchaser to perform any of its material obligations under this Agreement or the Registration Rights Agreement.
Purchaser Material Adverse Effect means a Material Adverse Effect with respect to Purchaser.
Purchaser Material Adverse Effect means any event, change, effect, condition, state of facts or occurrence (regardless of whether such event, change, effect, condition, state of facts or occurrence constitutes a breach of any representation, warranty or covenant of Purchaser hereunder) which has had or would reasonably be expected to have, individually or when considered together with any other event, change, effect, condition, state of facts or occurrence, a material and adverse effect on the ability of Purchaser to consummate the Transactions or perform its obligations under this Agreement.
Purchaser Material Adverse Effect means any event occurrence, fact, condition, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the Business, the assets, Liabilities, results of operations or condition (financial or otherwise) of Purchaser, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (b) the ability of Purchaser to consummate the transactions contemplated by this Agreement or the Additional Agreements to which it is party or bound or to perform its obligations hereunder or thereunder, whether or not arising from transactions in the ordinary course of business; provided, however, that “Purchaser Material Adverse Effect” shall not include any event, occurrence, fact, condition, change or effect, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Purchaser operates; (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; (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (iv) 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 Seller; (v) any changes in applicable Laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Seller; or (vii) any natural or man-made disaster or acts of God.
Purchaser Material Adverse Effect means a material adverse effect on (i) the business, operations, assets, liabilities, results of operations or condition (financial or other) of Purchaser and its Subsidiaries, considered as a whole, provided that the definition of “Purchaser Material Adverse Effect” and the determination as to whether a Purchaser Material Adverse Effect has occurred shall exclude any effect arising out of or resulting from: (1) changes occurring after the Contract Date in the U.S., European or international economy or financial, capital or derivatives markets in general; (2) changes occurring after the Contract Date in conditions generally affecting participants in the life insurance, annuity or financial services industries generally; (3) changes occurring after the Contract Date in Applicable Law or Applicable Accounting Principles; (4) any effect resulting from the announcement to the public of the transactions contemplated by this Agreement; (5) acts of war, sabotage or terrorism, or any escalation or worsening of such acts, any earthquakes, hurricanes, tornados, and other storms, floods or other natural disasters, or any other force majeure event, in each case to the extent occurring after the Contract Date; (6) the failure, in and of itself, of Purchaser to achieve any financial projections or forecasts (provided that this clause (6) shall not by itself exclude the underlying causes of such failure); or (7) any action (A) taken by Purchaser or any of its Affiliates, agents or representatives at the written instruction of or with the written consent of Parent or Seller, (B) failed to be taken by Purchaser or any of its Affiliates, agents or representatives because Seller or Parent has withheld its consent in breach of an obligation under this Agreement not to withhold such consent, or (C) that is contemplated by this Agreement; except, in the cases of clauses (1), (2), (3) and (5), to the extent such effect disproportionately affects Purchaser relative to comparable businesses of other life insurance companies; or (ii) the ability of Purchaser or any of its Affiliates to perform its respective obligations under this Agreement or any of the MLOA Reinsurance Agreement, the MLOA Trust Agreement, Transition Services Agreement and the Administrative Services Agreement or to consummate the transactions contemplated hereby or thereby.
Purchaser Material Adverse Effect. A material and adverse effect upon the ability of Purchaser to consummate the Transactions or perform its obligations under the Transaction Documents.
Purchaser Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects (other than a state of facts existing on the date hereof which is in the Seller’s Knowledge), is materially adverse to (i) the business, financial condition, assets, liabilities or results of operations of the Purchaser and the Purchaser Subsidiaries taken as a whole or (ii) the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that in no event shall any of the following, alone or in combination be deemed to constitute, nor shall any event, circumstance, change or effect relating to any of the following be taken into account in determining whether there has been a Purchaser Material Adverse Effect: (A) adverse changes in general economic conditions or changes in securities markets in general, (B) general changes in the industries in which the Purchaser and the Purchaser Subsidiaries operate, except those events, circumstances, changes or effects that have had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (C) any adverse effect resulting from any change in GAAP or any applicable Law or agency requirements of any Governmental Authority, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof, except for any such change that has had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (D) any changes in the price or trading volume of the Purchaser Shares on the NASDAQ Global Select Market (but excluding any fact, change, effect, event or occurrence that caused or contributed to such change in market price or trading volume), (E) the public announcement or pendency of the transactions contemplated hereby, (F) the failure of the Purchaser to meet internal or analysts’ expectations or projections with respect to its business, (G) the outbreak or escalation of hostilities involving the United States or the PRC, the declaration by the United States or the PRC of war or the occurrence of any natural disasters and acts of terrorism or (H) any event, circumstance, change or effect resulting from compliance by the Purchaser or the Purchaser Subsidiaries with the terms of this Agreement and eac...