Adverse Amendment definition

Adverse Amendment means an amendment or modification to the Merger Agreement in the form as it exists as of the time of the execution of the Merger Agreement in a manner that alters or changes the amount or form of consideration to be paid to the Company’s stockholders in connection with the Merger or otherwise amends or modifies the Merger Agreement in a manner adverse to the Stockholders in any material respect.
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Adverse Amendment means an amendment or modification to the Merger Agreement, or a waiver of a provision therein, in a manner that (i) imposes any additional conditions on the consummation of the Merger, (ii) alters or changes the amount or form of Class A Merger Consideration or Class B Merger Consideration, (iii) materially and adversely affects the tax consequences of the Merger to Dell and its affiliates, including, without limitation, by reducing Dell’s total voting power and value of VMware’s Class A common stock and Class B common stock below 80% as calculated for U.S. federal income tax purposes, (iv) from and after the adoption of the Merger Agreement by the stockholders of Pivotal, requires any further approval of the stockholders of Pivotal or (v) materially increases the obligations or liabilities of Dell (or any of its affiliates (other than Pivotal)) under this Agreement, in the case of each of the foregoing clauses (i) through (v), unless Dell provides written consent in advance of each such amendment, modification or waiver.
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Adverse Amendment means any amendment, change or modification, including termination of the Plan that in any manner reduces or eliminates the benefits provided hereunder, if such amendment, change or modification (i) was at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, and (ii) a Change of Control occurs within ninety calendar days of such amendment, change or modification.
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Examples of Adverse Amendment in a sentence

  • This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; (c) the delivery of written notice of termination by the Shareholder to the Company following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and Parent.

  • This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; (c) the delivery of written notice of termination by the Shareholder to Parent following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and Parent.


More Definitions of Adverse Amendment

Adverse Amendment means an amendment or modification to the Investment Agreement in the form as it exists as of the time of the execution of the Investment Agreement in a manner that alters or changes the amount or form of consideration to be paid to the Company or the Company’s stockholders in connection with the transactions contemplated by the Investment Agreement, including the Equity Investment and the Cash Dividend or otherwise amends or modifies the Investment Agreement in a manner adverse in any material respect to the Stockholders.
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Adverse Amendment means an amendment or modification to the Merger Agreement or the Offer Documents, or a waiver of a provision therein, without the Stockholder’s prior written consent, that (a) materially delays or imposes any additional material restrictions or conditions on the payment of the Acceptance Consideration and/or the merger consideration, (b) imposes any additional material conditions on the consummation of the Merger, (c) decreases the amount or changes the kind of consideration to be paid to the Company’s stockholders in connection with the Merger or (d) adversely affects the tax consequences of the Merger to the Stockholder. In the event of a termination of this Agreement pursuant to this Section 4.04, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided that the provisions of Article 4, but excluding Section 4.02, shall survive the termination of this Agreement, and no such termination shall relieve any party hereto from any liability for any willful and material breach of this Agreement occurring prior to such termination.
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Adverse Amendment means a modification, amendment or waiver to or of the terms or conditions (including the treatment of a condition as having been satisfied) of the Target Acquisition Documents compared to the terms and conditions that are included in the draft of the Press Release delivered to the Agent in accordance with Section 7.1(3) that is materially adverse to the interests of the Lenders (taken as a whole); it being acknowledged (except (x) to the extent paid in the form of common stock of the Borrower or (y) with the consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld or delayed)) that an increase to the purchase price for the Target Shares would be materially adverse to the Lenders; provided, that any modification, amendment or waiver (including the treatment of a condition as having been satisfied) that is (i) required pursuant to the Takeover Code or by a court of competent jurisdiction or the Panel (including any refusal by the Panel to allow the invocation of a condition) or
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Adverse Amendment means an amendment to the SSA that is material and adversely affects the benefits or burdens to the Company of the SSA, provided that an extension of the End Date (as defined in the SSA) until no later than July 17, 2011 shall not be deemed to be an Adverse Amendment.
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Adverse Amendment means any amendment to the Merger Agreement that is effected, or any waiver of the Company’s or Stockholders’ rights under the Merger Agreement that is granted, in each case, without the Stockholder’s prior written consent, that (i) reduces the Merger Consideration to be received by the stockholders of the Company, (ii) changes the form of Merger Consideration payable to the stockholders of the Company, (iii) could reasonably be expected to materially and adversely affect the timing of payment of the Merger Consideration to the Stockholder pursuant to, and subject to the terms and conditions of Section 3.2 of the Merger Agreement, (iv) imposes new liabilities and/or obligations of the Stockholders under the Merger Agreement or otherwise amends or modifies the Merger Agreement in a manner adverse in any material respect to the Stockholders, or (v) changes the conditions to Closing or termination rights of the Merger Agreement in a manner that adversely affects the Company in any material respect.
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Adverse Amendment means an amendment to the SSA that is material and adversely affects the benefits or burdens to the Company of the SSA, provided that an extension of the End Date (as defined in the SSA) until no later than July 17, 2011 shall not be deemed to be an Adverse Amendment.
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Related to Adverse Amendment

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Material Amendment has the meaning provided in Section 9.6.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Major Amendment means any change which is not a minor amendment.

  • Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • L/C Amendment Application means an application form for amendment of an outstanding standby or commercial documentary letter of credit as shall at any time be in use at the Issuing Lender, as the Issuing Lender shall request.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Prospectus Amendment means any amendment to the Preliminary Prospectus or the Final Prospectus;

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Amendment means a written agreement, signed by the Parties, which documents changes to the Contract other than those permitted by Work Orders.

  • Waiver Agreement means an agreement between

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Administrative permit amendment means an air quality operating permit revision that:

  • Required Effective Date means the relevant Initial Required Effective Date or Increased Required Effective Date (as those terms are defined below).

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.