– Bidder Material Adverse Change Clause Samples

– Bidder Material Adverse Change. The Target may terminate this Agreement before: (a) 8.00am on the Implementation Date; or (b) if the Implementation Date cannot be determined, 8.00am on the End Date, by notice to the Bidder if each of the following is satisfied: (c) a Bidder Material Adverse Change occurs between (and including) the date of this Agreement and 8.00am on the Implementation Date; and (d) the Target has complied with its obligations under clause 3.10(b) and, to the extent applicable, clauses 3.10(c) and 3.11(a).
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Related to – Bidder Material Adverse Change

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Material Adverse Change A Material Adverse Change occurs;

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;