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.
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While we believe that our payments and programs are compliant with the Anti-Kickback Statute, no assurance can be given as to the timing or outcome of the DOJ's investigation, or that it will not result in a material adverse effect on our business."
In the event of Vinci receiving 90pc of acceptances, it would be legally obliged to proceed with the acquisition, although it could appeal to the Takeover Panel that the terror attacks in America have had a material adverse effect on TBI.
"The factual record adequately supports the Court of Chancery's determination...that Akorn had suffered a material adverse effect" of the merger agreement that "excused any obligation on Fresenius's part to close," the high court stated in an opinion today.
All other terms of the Loan Agreement remain in effect unamended, including the above-mentioned interest rates and commitment fees, as well as the condition precedent to drawdown that nothing has occurred since the closing of the Loan Agreement on November 18, 2014 (the "Closing Date") which could reasonably be expected to have a material adverse effect on the Company (as defined in the Loan Agreement).
If the company is unable to fully comply with the terms of the Panel's decision, the company's common stock could be delisted from The NASDAQ Capital Market which would have a material adverse effect on the company's business and on the trading of its common stock.
Any adverse action by the FDA, depending on its magnitude, may restrict us from effectively producing, marketing and selling the product that is the subject matter of the warning letter and could have a material adverse effect on our business, financial condition and results of operations."
However, there is a possibility that the material adverse effect clause may be triggered due to the developments highlighted above.
Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company's financial condition, results of operations or cash flows.
The company said suspension or debarment from bidding on government contracts in Canada or elsewhere that could accompany a conviction would have a material adverse effect on the company s business, financial condition and liquidity and the market prices of the company s publicly traded securities.
The company does not expect the orders to have a material adverse effect on its business, financial position, results of operations or cash flow.
Such service interruptions could have a material adverse effect on MoviePass' ability to retain its subscribers.
Whilst completion is expected shortly, the transaction remains conditional on the confirmatory conditions and material adverse effect termination rights described in GSK's shareholder circular dated 20 November 2014.
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