Acquired Company Material Adverse Effect has the meaning assigned to the term “Company Material Adverse Change” in the Merger Agreement.
Acquired Company Material Adverse Effect means any state of facts, change, event, violation, inaccuracy, effect, condition, circumstance, occurrence or development (any such item, an “Effect”) that, individually or taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Acquired Company Material Adverse Effect, (a) is or could reasonably be expected to be materially adverse to the business, operations, properties, results of operations, assets, liabilities or condition (including financial condition) of the Acquired Companies and their respective Subsidiaries, taken as a whole, or the Acquired Businesses, taken as a whole, or (b) prevents or could reasonably be expected to prevent the performance by any Acquired Company or any of its Subsidiaries or any of the Sellers of any of its obligations under this Agreement or any Ancillary Document to which it is a party or the consummation of the transactions contemplated hereby or thereby; provided, however, that a determination of an Acquired Company Material Adverse Effect shall exclude any Effect, resulting from (i) changes affecting the general economic, financial or political conditions, (ii) changes affecting the industry in which the Acquired Companies or their respective Subsidiaries operate, (iii) acts of terrorism, war or other force majeure events, (iv) changes in Applicable Law or GAAP (or any interpretation of GAAP) applicable to the Acquired Companies or their respective Subsidiaries, (v) the announcement, disclosure or pendency of the transactions contemplated by this Agreement (including, without limitation, (1) departure of employees of the Acquired Companies or their respective Subsidiaries, (2) loss of customers or suppliers of the Acquired Companies or their respective Subsidiaries and (3) termination or non-renewal, or notification of intent to terminate or not renew, by third parties of any Contract, in each case to the extent that any such departure, loss, termination or non-renewal can be reasonably directly attributed to the announcement or pendency of the transactions contemplated by this Agreement), (vi) failure of the Company to meet any internal projection or forecast (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Acquired Company Material Adverse Effect may be taken into account in determining whether there has been an Acquired Company Material Adverse Effect) or (...
Acquired Company Material Adverse Effect means any change, event or effect that, individually or when taken together with all other changes, events or effects that have occurred prior to the date of determination, is or is reasonably likely to be materially adverse to the business, operations, prospects, assets (including intangible assets), liabilities (including contingent liabilities, condition (financial or otherwise) properties or results of operations of the Acquired Business taken as a whole, or the ability of the Sellers and the Acquired Companies to consummate the transactions contemplated by this Agreement.
Examples of Acquired Company Material Adverse Effect in a sentence
During the period commencing on the Balance Sheet Date and ending on the date of this Agreement, there has not been any Effect (either individually or in the aggregate) that has had or is reasonably likely to result in an Acquired Company Material Adverse Effect.
Since March 31, 2018, there has not been any Acquired Company Material Adverse Effect.
Each such Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except in each case as would not have an Acquired Company Material Adverse Effect.
The costs and expenses (including attorneys' fees) of collection, whether incurred by the Debtor or the Secured Party, shall be borne by the Debtor.
Nedra served as a Police Officer with Sugar Mountain for 17 years and most recently with Linville Ridge for 6 years.
More Definitions of Acquired Company Material Adverse Effect
Acquired Company Material Adverse Effect shall in all events not take into account all effects, changes, events, circumstances or occurrences with respect to the Life Sciences Business or any Life Sciences Assets or Life Science Liabilities to be transferred or assumed pursuant to the Life Sciences SAPA except to the extent, and only to the extent, that the Company or any Non-Life Sciences Subsidiary retains any liability or obligation, whether direct, indirect, contingent or otherwise, in respect thereof. Except as otherwise expressly provided in the previous paragraph with respect to the terms “Merger Agreement”, the “Arranger” and the “Commitment Letter”, capitalized terms used in the previous paragraph have the meanings assigned thereto in the Merger Agreement as in effect on February 4, 2014.
Acquired Company Material Adverse Effect. “Material Adverse Effect” as defined in the Filtration Acquisition Agreement.
Acquired Company Material Adverse Effect means a material adverse effect (a) on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Acquired Companies, taken as a whole, or (b) on the ability of the Acquired Companies to consummate the Transactions before the Outside Date; provided, however, that with respect to clause (a) of this definition the term “Acquired Company Material Adverse Effect” shall not include effects to the extent they result from (i) any failure of the Company or the Company Operating Partnership to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (but not the underlying causes of such failure), (ii) changes in economic, market or business conditions generally in the U.S. or any other jurisdiction in which the Company or its Subsidiaries operate or in the U.S. or global financial markets generally, including changes in interest or exchange rates, (iii) changes in general economic conditions or in the industries in which the Acquired Companies operate (except, in each case, to the extent having a disproportionate effect on the Acquired Companies, taken as a whole, compared to other companies in the industry in which the Acquired Companies operate), (iv) declaration of war or terrorist attack, (v) earthquakes or other natural disasters that do not result in the destruction or material damage to a material portion of the Acquired Companies’ properties or assets, taken as a whole, (vi) changes in applicable Law, (vii) changes in GAAP, (viii) the announcement of the Mergers or the other Transactions or (ix) any Security Holder Litigation, including derivative claims, brought by one or more holders of Company Common Stock, but any effects resulting from the matters referred to in this proviso shall be excluded only to the extent such matters occur after the date hereof.
Acquired Company Material Adverse Effect means a material adverse effect on (i) the financial condition, business, assets or results of operations of the Acquired Company and its subsidiaries, taken as a whole, excluding any effect to the extent resulting from (A) changes in the financial or securities markets or general economic or political conditions to the extent not having a disproportionate effect on the Acquired Company and its subsidiaries, taken as a whole, relative to other companies primarily engaged in the private label food industry in the United States, (B) changes (including changes in Applicable Law (as defined in the Acquisition Agreement as in effect on November 26, 2012) or GAAP (as defined in the Acquisition Agreement as in effect on November 26, 2012)) or conditions generally affecting the private food label industry or the businesses or segments thereof to the extent not having a disproportionate effect on the Acquired Company and its subsidiaries, taken as a whole, relative to other companies primarily engaged in the private label food industry in the United States, (C) any failure, in and of itself, by the Acquired Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period, or any change, in and of itself, in the market price or trading volume of the Acquired Company’s securities (it being understood that the underlying cause of any such failure or change may be taken into account in determining whether an Acquired Company Material Adverse Effect has occurred or is reasonably likely to occur), (D) acts of war, sabotage or terrorism or other hostilities or any worsening of any of the foregoing currently threatened or underway, or natural disasters, in each case to the extent not having a disproportionate effect on the Acquired Company and its subsidiaries, taken as a whole, relative to other companies primarily engaged in the private label food industry in the United States or (E) the execution and delivery of the Acquisition Agreement or the announcement or pendency of the transactions contemplated by the Acquisition Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Acquired Company or any of its subsidiaries with employees, labor unions, customers, suppliers or partners or (ii) the Acquired Company’s ability to consummate the transactions contemplated by the Acquisition Agreement.
Acquired Company Material Adverse Effect shall not include effects to the extent they result from (i) any failure of the Company or the Company Operating Partnership to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (but not the underlying causes of such failure), (ii) changes in economic, market or business conditions generally in the U.S. or any other jurisdiction in which the Company or its Subsidiaries operate or in the U.S. or global financial markets generally, including changes in interest or exchange rates, (iii) changes in general economic conditions or in the industries in which the Acquired Companies operate (except, in each case, to the extent having a disproportionate effect on the Acquired Companies, taken as a whole, compared to other companies in the industry in which the Acquired Companies operate), (iv) declaration of war or terrorist attack, (v) earthquakes or other natural disasters that do not result in the destruction or material damage to a material portion of the Acquired Companies’ properties or assets, taken as a whole, (vi) changes in applicable Law, (vii) changes in GAAP, (viii) the announcement of the Mergers or the other Transactions or (ix) any Security Holder Litigation, including derivative claims, brought by one or more holders of Company Common Stock, but any effects resulting from the matters referred to in this proviso shall be excluded only to the extent such matters occur after the date hereof.
Acquired Company Material Adverse Effect means any effect, change, event, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and the Non-Life Sciences Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Merger or the other transactions contemplated in the Merger Agreement (as defined in this Agreement) (including the sale of the Life Sciences Business pursuant to the Life Sciences SAPA); provided, however, that none of the following, and no effect, change, event, circumstance or occurrence arising out of, or resulting from, the following, shall constitute or be
Acquired Company Material Adverse Effect means the existence or occurrence of any change, event, fact, circumstance, development or effect that, individually or in the aggregate, is, or would reasonably be expected to be, materially adverse to the business, condition (financial or otherwise) or results of operations of the Acquired Company; provided, however, that (x) no change, event, fact, circumstance, development or effect to the extent arising out of or resulting from the following shall constitute or be deemed to contribute to an Acquired Company Material Adverse Effect and (y) none of the following shall otherwise be taken into account in determining whether an Acquired Company Material Adverse Effect has occurred: (a) any changes generally affecting the industries in which the Acquired Company operates (including the electric and natural gas generating, transmission or distribution industries), whether international, national, regional, state, provincial or local; (b) changes in international, national, regional, state, provincial or local wholesale or retail markets for electric power, natural gas or other fuel supply or transportation or related products and operations, including those due to actions by competitors and regulators; (c) changes in general regulatory or political conditions (including, the outbreak or escalation of war, military action, sabotage or acts of terrorism); (d) changes in international, national, regional, state or local electric transmission or distribution systems generally; (e) changes in the markets for or costs of commodities or supplies, including fuel, generally; (f) changes in the markets for or costs of electricity, generally; (g) Events of Loss or Takings; (h) any change of Law, including any rate or tariff; (i) changes or adverse conditions in the financial, banking or securities markets, including those relating to debt financing and, in each case, including any disruption thereof and any decline in the price of any security or any market index; (j) the announcement, execution or delivery of this Agreement or the consummation of the transactions contemplated hereby; (k) any change in GAAP; (l) any labor strike, request for representation, organizing campaign, work stoppage, slowdown or other labor dispute; (m) any new generating facilities and their effect on pricing or transmission; (n) any actions expressly required to be taken in accordance with this Agreement or the other agreements contemplated hereby or consented to in writing by the Purchaser;...