Material Adverse Change or Effect

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Material Adverse Change or Effect

Many mergers and acquisitions contracts include a material adverse change clause that allows a company to renegotiate or walk away from a deal if the other company or its subsidiaries announces a significant event that may negatively affect its stock price or operations. See also materiality.

Material Adverse Change or Effect

A clause in some merger and acquisition contracts allowing the acquiring to cancel a deal before it is finalized if material information is revealed that negatively impacts the target company's stock price. See also: Due diligence.
References in periodicals archive ?
But the company said that losing the case would have a material adverse effect.
Competitive Impact Analysis The Board will also conduct a competitive impact analysis when considering an operational or a legal change, such as a change to a price or service or a change to Regulation J, if that change would have a direct and material adverse effect on the ability of other service providers to compete effectively with the Federal Reserve in providing similar services due to differing legal powers or constraints or due to a dominant market position of the Federal Reserve deriving from such legal differences.
Scanner does not believe that this Stipulation will have a material adverse effect on its business or prospects.
Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, fluctuations in market rates of interest and loan and deposit pricing; a deterioration of general economic conditions or the demand for housing in the Company's market areas; legislative or regulatory changes; adverse developments in the Company's loan or investment portfolio; any inability to obtain funding on favorable terms; the loss of key personnel; significant increases in competition; and the possible dilutive effect of potential acquisitions or expansions.
ASCP") asserting that CPI has experienced or been affected by an event, change, effect or development that individually or in the aggregate has had or would reasonably be expected to have a material adverse effect under the merger agreement and terminating the merger agreement under which entities controlled by affiliates of ASCP and CPI's management had agreed to acquire CPI for $37.
The Company believes that the termination of the MDA will not have a material adverse effect on ADA-ES' business or results of operations.
The company's auditors have indicated to management that the irregularities and improprieties alleged against Hart and Miller will not have a material adverse effect on the company's 1992 audited financial statements and management believes that the actions of Hart and Miller, and the pending litigation, will not have a material adverse effect on the company's 1993 financial statements.
Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on PPG's consolidated financial condition, operations or liquidity.
As previously announced and despite this cost-reduction program, failure to achieve volume production on a majority of the new thin-film head design programs over the next several quarters, due either to internal qualification and production issues at Dastek or to drive program delays initiated by customers, would have a material adverse effect on Dastek's financial condition and competitive market position.
Taking into consideration the possible outcomes of unresolved issues, management believes that the proposed settlement, if implemented, would likely have a material adverse effect on Dow Corning's results of operations in the period in which it is recorded and could possibly have a material adverse effect on the company's consolidated financial position.
After giving effect to this third quarter charge, management does not believe that any additional costs incurred to resolve the remaining matters, or any capital expenditures which may be required under the terms of the agreement, will have a material adverse effect on the partnership's financial condition.
We can give no assurances that we would be successful in any litigation or that such litigation would not have a material adverse effect on our business, financial condition and results of operation.
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