Material Adverse Effect on Company Sample Clauses
The 'Material Adverse Effect on Company' clause defines circumstances or events that significantly harm the company's business, financial condition, or operations. In practice, this clause is often used in merger or acquisition agreements to set a threshold for what constitutes a serious negative change, such as a major loss of revenue, regulatory penalties, or significant litigation. Its core function is to allocate risk between parties by allowing a buyer to withdraw from or renegotiate a deal if the company experiences a substantial downturn before closing.
POPULAR SAMPLE Copied 1 times
Material Adverse Effect on Company. There shall have not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").
Material Adverse Effect on Company. There shall not have occurred at any time after the date of this Agreement any Material Adverse Effect on the Company.
Material Adverse Effect on Company. Section 2.1(b) . . . . . . . . . . 7
Material Adverse Effect on Company. The execution and delivery by Company of this Agreement do not, and the performance by Company of this Agreement will not, result in the creation of any Share Encumbrance upon any Equity Interests of Company or any of its Subsidiaries or any Lien upon any of the material properties or assets of Company or any of its Subsidiaries (excluding, in the case of Liens on any of material properties or assets, any Permitted Liens).
Material Adverse Effect on Company. The independent members of the Company's Board of Directors, with the advice of such investment bankers or securities professionals as the Board shall deem necessary, shall have determined in good faith that the cost of complying with the request for registration under this Section 2 would not have a materially adverse effect upon the Company, its operations, or the market for the Company's common stock, provided, however, that if the independent members of the Company's Board of Directors determine in good faith that the cost of complying with the request for registration would have a material adverse effect upon the Company, its operations or the market for the Company's common stock, the Company may decline Holder's request to register Holder's Registrable Securities under the Act, provided further, however, that in such event the Company may not thereafter again decline Holder's request for registration based upon this Section so long as such subsequent request is received by the Company more than 120 days after Holder's request for registration which was declined based upon this Section;
Material Adverse Effect on Company. Subsequent to the date of this Agreement, there shall have been no event, transaction, condition or change that has had or would reasonably be expected to have a Material Adverse Effect on the Company.
Material Adverse Effect on Company. Section 2.1(b).........................7 Material Adverse Effect on Parent .........................................Section 3.1(b)........................23 Merger ....................................................................Section 1.1............................1