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, development or effect that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to the ability of Purchaser to perform its obligations under this Agreement or to consummate the Transactions.
Purchaser Material Adverse Effect has the meaning set forth in Section 5.3(a).
Examples of Purchaser Material Adverse Effect in a sentence
There is no Action or Order of any nature, pending, rendered or, to the Purchaser’s Knowledge, threatened, against the Purchaser that reasonably would, individually or in the aggregate, reasonably be expected to have 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 any change, development, circumstance or effect that, individually or in the aggregate, (i) makes impossible or otherwise has a material adverse effect on, or would be reasonably expected to make impossible or otherwise have a material adverse effect on, the consummation of the transactions contemplated by this Agreement by Purchaser or (ii) has had or would reasonably be expected to have a material adverse effect on the assets, condition (financial or otherwise) or results of operations of the Purchaser and its subsidiaries, taken as a whole, but, solely in the case of clause (ii), shall exclude any adverse effect resulting or arising from or attributable to (A) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest rates, exchange rates or commodity prices, (B) changes in Applicable Laws or general legal, regulatory or political conditions, including proposed or adopted legislation or any other proposal, reinterpretation or enactment by any Governmental Authority, in each case, on or after the date of this Agreement, (C) changes in general conditions in the industries or markets in which Purchaser operates, (D) changes in national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring on or after the date of this Agreement, (E) changes in accounting requirements or principles (including GAAP) or the interpretation thereof on or after the date of this Agreement, (F) the execution or announcement of this Agreement, (G) any failure to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for Purchaser for any period (provided that clause (G) shall not prevent a determination that any change, development, circumstance or effect underlying such failure to meet such internal or external projections, forecasts or estimates of revenues, earnings or other financial performance of or for Purchaser has resulted in a Purchaser Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Purchaser Material Adverse Effect)) or (H) any action taken by Purchaser or any of its Affiliates at the written request or with the written consent of Seller or any of its Affiliates, in each case under clauses (A), (B), (C) and...
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...
Purchaser Material Adverse Effect means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes or effects, has or would reasonably be expected to prevent, materially delay or materially impair the ability of the Purchaser to consummate the transactions contemplated hereby.