Purchaser Material Adverse Effect definition

Purchaser Material Adverse Effect means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

Purchaser Material Adverse Effect means any change, event, circumstance, development, occurrence or effect having a material adverse effect on the ability of Purchaser to enter into this Agreement, any of the Purchaser Documents, as applicable, or to timely consummate the transactions contemplated hereby or thereby in accordance with this Agreement.

Purchaser Material Adverse Effect means any event, change or effect that, when taken individually or together with all other such events, changes or effects, would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the ability of Purchaser to consummate the Transactions contemplated hereby or (b) cause a material delay in the ability of Purchaser to consummate the Transactions contemplated hereby.

Examples of Purchaser Material Adverse Effect in a sentence

• After the date hereof, there shall not have occurred any Purchaser Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, would reasonably be expected to result in any Purchaser Material Adverse Effect.

• All such Purchaser Permits are in full force and effect, and no Purchaser Permit is subject to any pending or, to the knowledge of the Purchaser, threatened administrative or judicial proceedings to suspend, restrict, withdraw, terminate, revoke, cancel or declare such Purchaser Permit invalid in any respect, except where such failure to be in full force and effect, or such suspension or cancellation, would not result in a Purchaser Material Adverse Effect.

• Each Material Subsidiary is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

• There is no existing Judgment outstanding against the Purchaser or any of its Subsidiaries, or, to the Purchaser’s knowledge, any of their respective directors or officers in their capacities as such, except for any Judgment which would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

• As of the date hereof, there is no Proceeding of any nature pending, or, to the Purchaser’s knowledge, threatened, in writing against the Purchaser or any of its Subsidiaries, or, to the Purchaser’s knowledge, any of their respective directors or officers in their capacities as such, which would, individually or in the aggregate, have a Purchaser Material Adverse Effect.

More Definitions of Purchaser Material Adverse Effect

Purchaser Material Adverse Effect has the meaning set forth in Section 5.3(a).

Purchaser Material Adverse Effect means any event, change or effect that prevents or materially delays or materially impairs the ability of the Purchaser (a) to satisfy the conditions precedent to the consummation of the Transactions or (b) to perform its obligations under this Agreement and the Ancillary Agreements, including the obligation to pay the Purchase Price.

Purchaser Material Adverse Effect means any circumstance, change in or effect on Purchaser or any of its Subsidiaries that is materially adverse to the business, operations, properties, financial condition or results of operations of Purchaser and its Subsidiaries, taken as a whole.

Purchaser Material Adverse Effect means any event, change, effect, condition, state of facts or occurrence (regardless of whether such event, change, effect, condition, state of facts or occurrence constitutes a breach of any representation, warranty or covenant of Purchaser hereunder) which has had or would reasonably be expected to have, individually or when considered together with any other event, change, effect, condition, state of facts or occurrence, a material and adverse effect on the ability of Purchaser to consummate the Transactions or perform its obligations under this Agreement.

Purchaser Material Adverse Effect means a Material Adverse Effect with respect to Purchaser.

Purchaser Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects (other than a state of facts existing on the date hereof which is in the Seller’s Knowledge), is materially adverse to (i) the business, financial condition, assets, liabilities or results of operations of the Purchaser and the Purchaser Subsidiaries taken as a whole or (ii) the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that in no event shall any of the following, alone or in combination be deemed to constitute, nor shall any event, circumstance, change or effect relating to any of the following be taken into account in determining whether there has been a Purchaser Material Adverse Effect: (A) adverse changes in general economic conditions or changes in securities markets in general, (B) general changes in the industries in which the Purchaser and the Purchaser Subsidiaries operate, except those events, circumstances, changes or effects that have had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (C) any adverse effect resulting from any change in GAAP or any applicable Law or agency requirements of any Governmental Authority, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof, except for any such change that has had a disproportionate effect on the Purchaser and the Purchaser Subsidiaries compared to other entities operating in such industries, (D) any changes in the price or trading volume of the Purchaser Shares on the NASDAQ Global Select Market (but excluding any fact, change, effect, event or occurrence that caused or contributed to such change in market price or trading volume), (E) the public announcement or pendency of the transactions contemplated hereby, (F) the failure of the Purchaser to meet internal or analysts’ expectations or projections with respect to its business, (G) the outbreak or escalation of hostilities involving the United States or the PRC, the declaration by the United States or the PRC of war or the occurrence of any natural disasters and acts of terrorism or (H) any event, circumstance, change or effect resulting from compliance by the Purchaser or the Purchaser Subsidiaries with the terms of this Agreement and eac...

Purchaser Material Adverse Effect means any event occurrence, fact, condition, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the Business, the assets, Liabilities, results of operations or condition (financial or otherwise) of Purchaser, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (b) the ability of Purchaser to consummate the transactions contemplated by this Agreement or the Additional Agreements to which it is party or bound or to perform its obligations hereunder or thereunder, whether or not arising from transactions in the ordinary course of business; provided, however, that “Purchaser Material Adverse Effect” shall not include any event, occurrence, fact, condition, change or effect, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Purchaser operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (iv) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Seller; (v) any changes in applicable Laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Seller; or (vii) any natural or man-made disaster or acts of God.