Seller Material Adverse Change or “Seller Material Adverse Effect” means a Material Adverse Change or a Material Adverse Effect with respect to Seller.
Seller Material Adverse Change means (i) any material adverse change in the business, properties, assets, financial condition or results of operations of Seller and its Subsidiaries, taken as a whole, or (ii) any other change that would prevent or delay beyond December 31, 1999 the ability of Seller, the Seller General Partner or the Seller Partnership from consummating any of the Transactions.
Seller Material Adverse Change means a material adverse change in the condition (financial or otherwise), results of operations, properties, assets, liabilities, business or prospects of the Companies or their respective Businesses, taken as a whole, other than changes (a) generally affecting the industries in which the Companies operate and (b) resulting primarily from the announcement or the execution of this Agreement or the pendency or consummation of the Transaction.
Examples of Seller Material Adverse Change in a sentence
For purposes of this Section 6.2(c), it is understood and agreed that a Seller Material Adverse Change shall be deemed to have occurred, without regard to any certificate provided pursuant to clause (ii) of the first sentence of this Section 6.2(c), if as a result of a "change of law" after the date hereof there shall exist at the Effective Time a material increase in the risk that the Seller would not qualify (at or prior to the Effective Time) as a REIT.
There shall have occurred no result, occurrence, fact, change, event or effect that, individually or taken together with all other results, occurrences, facts, changes, events or effects, has had, or would reasonably be expected to have, a Seller Material Adverse Change.
Seller is in good standing (tax and otherwise) in each jurisdiction in which the failure to be in good standing would have a Seller Material Adverse Change.
For purposes of this Section 6.2(c), it is understood and agreed that a Seller Material Adverse Change shall be deemed to have occurred, without regard to any certificate provided pursuant to clause (ii) of the first sentence of this Section 6.2(c), if, as a result of a "change of law" after the date hereof, at the Effective Time Xxxxxx xxxld not qualify (at or prior to the Effective Time) as a REIT.
Since the date of this Agreement through and including the Satisfaction Date, (i) there shall have been no Seller Material Adverse Change and (ii) Parent and Buyer shall have received a certificate of the chief executive officer or chief financial officer of Seller, in such capacity, certifying to such effect.
More Definitions of Seller Material Adverse Change
Seller Material Adverse Change means (i) any material adverse change in the business, properties, assets, financial condition or results of operations of Seller and its Subsidiaries, taken as a whole, or (ii) any other change that would prevent or delay beyond the Outside Date the ability of Seller or the Seller Partnership from consummating any of the Transactions; provided that in no event shall any change, circumstance or effect relating to or arising out of (A) the fact that Seller and Seller Partnership have entered into this Agreement or Seller's and Seller Partnership's compliance with the terms of this Agreement including, consummating the Merger or the Partnership Merger, (B) general economic or market conditions, or (C) the real estate or hotel and lodging industry generally, individually or in the aggregate, constitute a Seller Material Adverse Change.
Seller Material Adverse Change means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or would reasonably be expected to have a material adverse effect on (i) the Business or the Acquired Assets, taken as a whole, or (ii) the ability of Seller to consummate the transactions contemplated hereby or to perform its obligations hereunder; provided, however, that, for purposes of clause (i), none of the following, to the extent arising after the date hereof, shall be deemed in itself, or in any combination with another item listed below as an exception, to constitute, and none of the following, to the extent arising after the date hereof, shall be taken into account in determining whether there has been or will be, a Seller Material Adverse Change: (a) any changes in the United States or global economy generally or the U.S. or global capital, credit or financial markets generally, including changes in commercial bank loan interest risks or currency exchange rates; (b) any fluctuations in prices of commodities used or purchased by Seller; (c) any changes generally affecting the industry in which Seller participates; (d) any changes required by GAAP; (e) any changes in applicable Laws; (f) any effect of earthquakes, hurricanes, floods or other natural disasters; (g) any effect attributable to the announcement or pendency of the transactions contemplated by this Agreement or the identity of the Parties or their Affiliates; (h) any effect of acts of war (whether or not declared), armed hostilities, sabotage or terrorism; and (i) any failure by Seller or the Business to meet any projections, estimates or budgets for any period, except, in the case of clauses (a) through (f) and clause (h), to the extent Seller is disproportionately adversely affected thereby as compared to other companies in the industry in which Seller operates.
Seller Material Adverse Change means, with respect to any Seller, any change, event, occurrence, circumstance, condition, effect, development or state of facts that is or is reasonably likely to be, individually or in the aggregate, a material impairment in the ability of such Seller to perform such Seller’s obligations under this Agreement and the Transaction Documents to which such Seller is a party or on the ability of such Seller to consummate the Transactions.
Seller Material Adverse Change or "Seller Material Adverse Effect" means any change, effect, event, occurrence or state of facts that is materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Business, taken as a whole, other than any change, effect, event, occurrence or state of facts (i) relating to the United States or foreign economies in general, (ii) relating to either the telecommunications industry in general or the structured cabling systems industry in general and, in either case, not specifically relating to the Business or (iii) resulting from the public announcement of the transactions contemplated by this Purchase Agreement or Parent's or Buyer's contact with the suppliers, distributors and technology partners of the Business pursuant to Section 5.6, provided that with respect to (i) and (ii) such changes do not adversely affect the Business in a disproportionate manner.
Seller Material Adverse Change mean any state of facts, change, event, effect or occurrence that is or may be reasonably likely to be materially adverse to the business, financial condition, results of operations, prospects, properties, assets, or liabilities (including, without limitation, contingent liabilities) of the Business or the Seller and its Subsidiaries taken as a whole; provided, any adverse change, event or effect that is demonstrated to be primarily caused by (a) the announcement or pendency of the Acquisition or the transactions contemplated hereby, (b) actions and omissions of the Seller (or any of its Subsidiaries) taken with the prior informed written consent of the Purchaser in contemplation of the transactions contemplated hereby, (c) the effects of compliance with this Agreement on the operating performance of the Seller, including expenses incurred by the Seller in connection with the consummation of the transactions contemplated by this Agreement, (d) changes, events or occurrences in the United States securities markets which are not specific to the Seller, (f) changes, events or occurrences relating to the industry which provides software affiliated services to the retail banking industry in general, and not specifically to the Seller and (g) any adverse change in the price of Seller Common Stock shall not be taken into account in determining whether there has been a Seller Material Adverse Effect or Seller Material Adverse Change. A Seller Material Adverse Effect and Seller Material Adverse Change shall also include any state of facts, change, event, effect or occurrence that shall have occurred or been threatened that (when taken together with all other adverse state of facts, changes, events, effects or occurrences that have occurred or been threatened) is or would be reasonably likely to prevent or materially delay the performance by the Seller of any of its obligations under this Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement.
Seller Material Adverse Change means a material adverse change in (i) the investigation being conducted by the SEC related to the stock option practices including but not limited to related tax or accounting issues of Seller as such investigation relates to the Seller or its Chief Executive Officer and/or Executive Vice President, (ii) the review of the Listing on Nasdaq by the Nasdaq Listing and Hearing Review Council resulting in the delisting of Seller's securities, or (iii) the information related to the stock option practices including but not limited to related tax or accounting issues and the related reviews or investigations of Seller disclosed in Seller SEC filings or which have otherwise been disclosed to Purchaser in each case, prior to the Second Amendment."
Seller Material Adverse Change or “Seller Material Adverse Effect” means any change effect that is materially adverse to (i) the business, properties, results of operations, prospects or condition (financial or otherwise) of Seller, (ii) the ability of Seller to perform its obligations under this Agreement or (iii) the ability of Purchaser to conduct the Business after the Closing Date as the Business is being conducted as of the date hereof, provided that a change or effect relating to the economy or financial markets in general shall not constitute a Seller Material Adverse Effect. [***]