MATERIAL ADVERSE EFFECT ON THE PARENT means any change in or effect on the business, assets, properties, results of operations or financial condition of the Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a whole, or that could reasonably be expected to materially impair the ability of the Parent or Merger Sub to perform its obligations under this Agreement or to consummate transactions contemplated hereby.
MATERIAL ADVERSE EFFECT ON THE PARENT means any change in, occurrence or effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent or its Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and its Subsidiaries taken as a whole, (without consideration of the Surviving Corporation or its respective Subsidiaries) or that could materially impair the ability of the Parent to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, other than events, occurrences, changes in or effects (individually or in combination) arising out of or resulting from (i) changes in conditions in the United States or global economy or capital or financial markets generally, including changes in interest or exchange rates or (ii) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles that, in each case, generally affect industries in which the Parent and its Subsidiaries conduct business, provided that such changes do not affect the Parent and its Subsidiaries in a materially disproportionate manner.
MATERIAL ADVERSE EFFECT ON THE PARENT means any change in or effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a whole, or that could reasonably be expected to materially impair the ability of the Parent or Merger Sub to perform its obligations under this Agreement or the Option Agreement or to consummate transactions contemplated hereby or thereby, except for any change or effect (i) relating to the economy in general or (ii) relating to the industries in which the Parent and the Parent Subsidiaries operate.
More Definitions of MATERIAL ADVERSE EFFECT ON THE PARENT
MATERIAL ADVERSE EFFECT ON THE PARENT has the meaning set forth in ------------------------------------- Section 4.01.
MATERIAL ADVERSE EFFECT ON THE PARENT means any state of affairs or change that has had, or will reasonably be likely to have, a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent and the Parent Subsidiaries, taken as a whole, or that has materially impaired or will materially impair the ability of either the Parent, Newco or Buyer to perform its obligations under this Agreement or to consummate the Asset Sale and the other transactions contemplated by this Agreement, except that none of the following shall be deemed in themselves to constitute a Material Adverse Effect on the Seller: (i) any adverse change in general business or economic conditions, (ii) any event, occurrence or circumstance generally applicable to the demand chain management software industry or the economy generally, (iii) any effect arising from compliance with the terms of this Agreement by any party hereto, or (iv) transaction costs, Taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, “Governmental Entity” shall mean any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or (b) federal, state, local, municipal or other government.
MATERIAL ADVERSE EFFECT ON THE PARENT means a material adverse change in, or the occurrence of any event which will or would have a material adverse effect on, the assets, properties, liabilities, business, affairs, results of operations or condition (financial or otherwise) of the Parent.
MATERIAL ADVERSE EFFECT ON THE PARENT means any event, circumstance or change (i) that is or could reasonably be expected to be materially adverse to the business, operations, assets, liabilities, capitalization, condition or results of operation of Parent and its Subsidiaries, taken as a whole, or (ii) that could reasonably be expected to prevent or materially delay or impair the ability of the Parent or Acquisition Sub to consummate the transactions contemplated by this Agreement, the Escrow Agreement or the Registration Rights Agreement or to perform any of its obligations under this Agreement, the Escrow Agreement or the Registration Rights Agreement; provided, however, that any adverse change, effect, occurrence, state of facts or development attributable to conditions affecting the industries in which Parent and its Subsidiaries participate, the U.S. economy as a whole or foreign economies in any locations where Parent or its Subsidiaries has material operations or sales, shall not be taken into account in determining whether there has been or will be a Material Adverse Effect on Parent. Except as specifically set forth in this Agreement, all references to Material Adverse Effect on the Parent contained in this Agreement shall be deemed to refer solely to the Parent and its Subsidiaries without including its ownership of the Company after the Merger. Acquisition Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and, prior to the Effective Time, will not have engaged in any other business activities.
MATERIAL ADVERSE EFFECT ON THE PARENT means any state of affairs or change that has had, or will reasonably be likely to have, a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent and the Parent Subsidiaries, taken as a whole, or that has materially impaired or will materially impair the ability of the Parent to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, except that none of the following shall be deemed in themselves to constitute a Material Adverse Effect on the Parent: (i) any change in the market price or trading volume of the securities of the Parent after the date hereof or (ii) any change in general economic conditions; (iii) any adverse change affecting the biotechnology industry generally; and (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the transactions contemplated by this Agreement. The Parent has conducted its business for a period of at least three years.
MATERIAL ADVERSE EFFECT ON THE PARENT means any ------------------------------------- change in or effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent or any Parent Subsidiaries that is or would reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a whole, or that would reasonably be expected to materially impair the ability of the Parent or Merger Sub to perform its obligations under this Agreement or to consummate transactions contemplated hereby. (b) Section 4.1(b) of the letter from the Parent, dated the date hereof, addressed to the Company (the "PARENT DISCLOSURE LETTER") sets ------------------------ forth a complete and correct list of all of the Parent Subsidiaries. Neither the Parent nor any Parent Subsidiary holds any interest in any other person other than the Parent Subsidiaries so listed. SECTION 4.2
MATERIAL ADVERSE EFFECT ON THE PARENT means any change in or effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a whole, or that could reasonably be expected to materially impair the ability of the Parent or Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by hereby, other than any change or effect relating to, arising out of or resulting from (i) general changes relating to the internet infrastructure or telecommunications industry or (ii) general changes in United States economic conditions, (iii) general changes in the United States securities markets or (iv) the announcement of the execution of this Agreement or the pendancy or occurrence of any of the transactions contemplated hereby.