Target Material Adverse Effect means any change, effect, event or occurrence that (A) has a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Target and its subsidiaries taken as a whole or (B) prevents or materially delays the Target from performing its obligations under the Acquisition Agreement in any material respect; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) (A) general economic, financial, political, capital market, credit market, or financial market conditions or (B) general conditions affecting any of the industries in which the Target and its subsidiaries operate; (ii) Changes in Law or changes in GAAP or accounting standards, in either case, occurring after April 26, 2011; (iii) any natural disasters, pandemics or acts of war (whether or not declared), sabotage or terrorism, or an escalation or worsening thereof; (iv) the entry into, announcement or performance of the Acquisition Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (other than Section 5.1(a) of the Acquisition Agreement), and the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any shareholder litigation arising from allegations of breach of fiduciary duty relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, except that this clause (iv) shall not apply with respect to the representations and warranties contained in Section 3.4 of the Acquisition Agreement (v) any changes in the price or trading volume of the Common Stock (as defined in the Acquisition Agreement) (provided that the underlying change, effect, event or occurrence that caused or contributed to such change in market price or trading volume shall not be excluded); (vi) any failure by the Target to meet projections or forecasts (provided that the underlying change, effect, event or occurrence that caused or contributed to such failure to meet projections or forecasts shall not be excluded); and (vii) any change or prospective change in the Target’s credit rating (provided that the underlying change, effect, event or occurrence that caused or contributed to such change o...
Target Material Adverse Effect means any event, circumstance, change, occurrence, development or effect that has or would reasonably be expected to result in a material adverse change in, or material adverse effect on, (a) the business, financial condition or results of operations of the Target and its subsidiaries, taken as a whole, or (b) the ability of the Target to consummate the transactions contemplated by the Acquisition Agreement on or before November 12, 2016; provided, however, that for purposes of clause (a) a “Target Material Adverse Effect” shall not include or take into account any event, circumstance, change, occurrence, development or effect arising after the date hereof and resulting from or arising in connection with (i) conditions generally affecting the industries and markets in which the Target and its subsidiaries operate, (ii) general economic, political or financial or securities market conditions, (iii) the announcement of the Acquisition Agreement or the pendency of the transactions contemplated by the Acquisition Agreement (including any resulting loss or departure of officers or other employees of the Target or any of its subsidiaries, or the termination, reduction (or potential reduction) or any other resulting negative development in the Target’s or any of its subsidiaries’ relationships with any of its customers, suppliers, distributors or other business partners), (iv) natural disasters, acts of war, terrorism or sabotage, military actions or the escalation thereof, earthquakes, hurricanes, tornadoes or other natural disasters or other force majeure events, (v) changes in GAAP, in the interpretation of GAAP, in the accounting rules and regulations of the SEC, or in applicable Law, (vi) the taking of any action by the Target or any subsidiary of the Target to the extent the taking of such action is expressly required by the Acquisition Agreement, or the failure by the Target or any of its subsidiaries to take any action to the extent the taking of such action is expressly prohibited by the Acquisition Agreement, (vii) any proceeding brought or threatened by stockholders of either Borrower or the Target (whether on behalf of Borrower, Target or otherwise) asserting allegations of breach of fiduciary duty relating to the Acquisition Agreement or violations of securities Laws in connection with the Disclosure Documents (as defined in the Acquisition Agreement), or (viii) any decrease or decline in the market price or trading volume of the Target’s common stoc...
Target Material Adverse Effect means a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Acquired Business taken as a whole.
Examples of Target Material Adverse Effect in a sentence
For every other purpose of the Agreement, the Members understand and agree that their legal relationship to each other and to any third parties under applicable state law is that of members of a limited liability company and not as a partnership.
Since the date of the Target Acquisition Agreement, there shall not have occurred or exist any event, change occurrence, circumstance, effect or condition which (individually or in the aggregate) has had, or would reasonably be expected to have, a Target Material Adverse Effect.
The latter shall qualify as CMA only in a cumulative dollar amount up to 33 percent of: the cumulative total dollar amount of AMA acquired by a Bank after April 12, 2000, less the cumulative dollar amount of United States government-insured or guaranteed whole single-family residential mortgage loans acquired after April 12, 2000 under commitments entered into on or before April 12, 2000.
The inclusion of any matter on any disclosure schedule will not be deemed an admission by any party that such listed matter is material or that such listed matter has or would have a Target Material Adverse Effect or a Parent Material Adverse Effect, as applicable.
Each of the Target and each of its Target Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect (as defined below).
More Definitions of Target Material Adverse Effect
Target Material Adverse Effect means any change, occurrence or development that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations or financial condition of the Target, taken as a whole; provided, however, that changes, occurrences or developments that are to the extent attributable to any of the following shall not be deemed, either alone or in combination, to constitute, and shall not be taken into account in determining whether there is, or would reasonably likely to be, a Target Material Adverse Effect: (A) general political, economic or market conditions or general changes or developments in the industry in which the Target operates, except to the extent that the Target is adversely affected disproportionately relative to other participants in such industry, (B) any act of terrorism, war (whether declared or not), national or international calamity or any other similar event, except to the extent that the Target is adversely affected disproportionately relative to other participants in such industry, (C) the announcement or pendency of the Acquisition, including any reduction in xxxxxxxx or revenue or any negative impact on relationships with employees of the Target or disruption in (or loss of) customer, supplier, distributor, landlord, partner or similar relationships to the extent attributable to the announcement or performance of the Acquisition (other than for purposes of any representation or warranty contained in Section 3.3 of the Acquisition Agreement, but subject to disclosures in Section 3.3 of the Company Disclosure Letter (as defined in the Acquisition Agreement), (D) any changes in Law (as defined in the Acquisition Agreement) or any applicable accounting regulations or principles or the interpretations thereof after the date hereof, except to the extent that the Target is adversely affected disproportionately relative to other participants in such industry, (E) changes in the price or trading volume of the Target’s stock, but not the underlying cause of such change, (F) any failure by the Target to meet public or internal revenue, earnings or other projections, but not the underlying cause of such failure (G) any change resulting or arising from the identity of, or any facts or circumstances relating to, Borrower, Acquisition Sub or any of their respective Affiliates (as defined in the Acquisition Agreement), (H) any event, circumstance, change or effect arising directly or indirectly...
Target Material Adverse Effect shall have the meaning ascribed to the term “Company Material Adverse Effect” in the Specified Merger Agreement as in effect on November 14, 2021.
Target Material Adverse Effect means a “Material Adverse Effect” (as defined in the Alere Acquisition Agreement as in effect on April 13, 2017).
Target Material Adverse Effect means any effect, event, transaction, condition, development, occurrence or change that, individually or in the aggregate, (i) materially impairs, or would reasonably be expected to materially impair, the ability of the Sellers to consummate the transactions contemplated by the Acquisition Agreement or (ii) has, or would be reasonably likely to have, a material adverse change on the business, assets, results of operations or financial condition of the Business (as defined in the Acquisition Agreement); provided that, none of the following shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (1) changes in general economic or political conditions, or in the securities, credit or financial markets, except to the extent there is a disproportionate impact on the Business taken as whole relative to other persons and entities in the industry in which the Business operates; (2) changes in the conditions generally affecting the industry in which the Business operates, except to the extent there is a disproportionate effect on the Business taken as a whole relative to other persons and entities in the industry in which the Business operates; (3) natural disasters; (4) changes resulting from acts of war or terrorism, except to the extent there is a disproportionate impact on the Business taken as a whole relative to other persons and entities in the industry in which the Business operates; (5) the effect of any changes in United States generally accepted accounting principles; (6) the effect of any action taken by Buyer or its Affiliates (as such terms are defined in the Acquisition Agreement) other than in accordance with the Acquisition Agreement (but solely in the case of this clause (6) if taken with the consent of the Joint Lead Arrangers and the Bookrunners); and (7) any effect or change resulting from public announcement of the Acquisition Agreement or the transactions contemplated thereby.
Target Material Adverse Effect means, with respect to any Person, any event, change, circumstance, occurrence, effect or state of facts that (a) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries, taken as a whole, or (b) materially impairs the ability of such Person to consummate, or prevents or materially delays, the Acquisition or any of the other transactions contemplated by the Acquisition Agreement or would reasonably be expected to do so; provided, however, that in the case of clause (a) only, Target Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent caused by or resulting from one or more of (i) changes or conditions generally affecting the industries in which such Person (or its Subsidiaries) operates or the economy or the financial or securities markets or markets or regulatory conditions generally in the United States or any other jurisdiction in which such Person (or its Subsidiaries) operates, including interest rates or currency exchange rates, or changes therein, and including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, (ii) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, (iii) changes (or proposed changes) in Law or GAAP (or local equivalents in the applicable jurisdiction), (iv) earthquakes, hurricanes, tsunamis, typhoons, lightning, hail storms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions or acts of God, (v) the failure to meet any revenue, earnings or other projections, forecasts or predictions (provided that this exception shall not prevent or otherwise affect a determination that any events, changes, circumstances, occurrences, effects or states of facts underlying a failure described in this clause (v) has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Target Material Adverse Effect), (vi) the announcement or pendency of the Acquisition Agreement, the Acquisition or any of the other transactions contemplated by the Acquisition Agreement, or (vii) any action or non-action expressly required to be taken or not taken, as the case may be, by the parties to the Acqu...
Target Material Adverse Effect means a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or financial condition of the Target Group taken as a whole.
Target Material Adverse Effect means, when used in connection with the Company or Holdings, as the case may be, any change, effect or circumstance, either individually or in the aggregate, that is materially adverse to the business, properties, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole, or Holdings and its subsidiaries taken as a whole, as the case may be; provided, however, that to the extent any change, effect or circumstance is caused by or results from any of the following, it shall not be taken into account in determining whether there has been a “Material Adverse Effect” with respect to the Company or Holdings, as the case may be: (i) the entry into or the announcement of the execution of the Merger Agreement (including losses or threatened losses of the relationships of the Company or any of its subsidiaries with customers, vendors or suppliers or the loss or departure of officers or other coworkers of the Company or any of its subsidiaries), actions contemplated by the Merger Agreement or the performance of obligations under the Merger Agreement, including the termination of the Company Financing Agreements (as defined in the Merger Agreement) as provided under Section 8.3(c) of the Merger Agreement, (ii) the identity of Holdings or any of its Affiliates as the acquiror of the Company, (iii) changes affecting the United States economy or financial or securities markets as a whole or changes that are the result of factors generally affecting the industries in which the Company and its subsidiaries conduct their business, to the extent such changes do not materially disproportionately impact the Company and its subsidiaries, taken as a whole, relative to other companies in the industries in which the Company and its subsidiaries conduct their business, (iv) the failure, in and of itself (as opposed to the facts underlying such failure), to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period ending on or after the date hereof, (v) any change, in and of itself (as opposed to the facts underlying such change), in the market price or trading volume of the equity securities of the Company on or after the date hereof, (vi) the suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (vii) any change in any applicable law, rule or regulation of GAAP or interpretation thereof after the date hereof...