material adverse change
material adverse event
material adverse effect

Particular care is needed to identify any material adverse changes.

There also are other "material adverse change" provisions, officials said.

On top of this is a material adverse change clause regarding the company’s business or financial condition.

And the material adverse change clause is favorable to Penn.

The revolver does not contain a material adverse change clause.

Exemptions to material adverse change clauses are a prominent example.

In legal terms, he said he did not believe there was a material adverse change that would allow the bank an exit.

The student lender has maintained the new legislation does not constitute a material adverse change.

Still, the role of the material adverse change clause seems limited in most other buyouts, analysts said.

As such, "there are no grounds for allowing the material adverse change condition to be invoked," the company said.

And the amended agreement does not contain any loopholes about "material adverse changes."

Dynegy has the right to walk away from the deal if Enron suffers what's known as a "material adverse change."

However, some observers said it can be difficult to invoke these so-called material adverse change clauses.

Though both sets of buyers are asserting material adverse changes in their deals, it is far from clear whether those efforts will be successful.

The material adverse change clause in the Heckmann agreement states:

The transaction is expected to close in the fourth quarter of 2007, pending regulatory approval and no material adverse changes to Tektronix’s business.

Conditions typically include matters such as regulatory approvals and the lack of any material adverse change in the target's business.

Most of the changes focused around the "material adverse change" clause, which allowed Dynegy to cancel the deal under certain conditions.

However, in September 2007 the buyers withdrew from the deal, saying that the company's financial health had suffered from a material adverse change.

Each merger agreement that contains such a clause has a different definition of what, in its particular context, constitutes a material adverse change.

First, they do not contain threshold/margining provisions, except in the case of a default or material adverse change.

The current agreement with Dynegy contains a "material adverse change" clause, which could be invoked to call the deal off.

It is worth noting that this commitment contains a material adverse change clause tied to operating performance and financial condition.

The litigation was based on a material adverse change (MAC) in circumstances.

And the deal is contingent on the "absence of any material adverse change in Child World's business" after May 5.

So even if there were a material adverse event, it could not be used to back out of the merger.

We added language concerning material adverse event and the need for the financing to occur before the consent is effective.

The invocation of the "material adverse event" clause sent chills through the hotel industry and contributed to fears of a double-dip recession.

To walk away from the deal, Dow would likely have to prove that Rohm & Haas' business had suffered a 'material adverse event' since the deal was signed.

Cerberus and Chatham invoked a "material adverse event" clause in the deal that allowed them to walk away if something happened that could materially alter Innkeepers' business.

Enron counters that the repayment obligation occurred after the merger agreement was executed, and that the downgrade was specifically excluded as a material adverse event under the contract.

Actual results may differ due to factors such as material adverse events affecting either company or the ability of either company to satisfy the conditions to completion of the business combination.

After all, listed entities are under stringent obligations to disclose any material adverse events; and as their share prices reflect expectations of future earnings, a firm's equity is marked down as soon as losses become likely, even if those losses are years away.

According to Cuomo, after learning on Dec. 14 of "staggering" losses at Merrill, Lewis told Paulson that the bank was considering backing out of the merger under a clause allowing companies to exit deals if a "material adverse event" occurred.

Such risks and uncertainties relate to, among other factors: the risk that the transaction may not be completed or that the closing of the transaction may be delayed; the risk of a material adverse event affecting Cellegy; and risks relating to our continued operations.

"We believe it is reasonably possible that the market prices of Kraft Foods and U.S. Bancorp will recover to our cost within the next one to two years assuming that there are no material adverse events affecting these companies or the industries in which they operate," Hamburg said.

During these discussions, Bank of America’s CEO, Ken Lewis, told us that the company was considering invoking the Material Adverse Event clause in the acquisition contract, known as the MAC, in an attempt to rescind its agreement to acquire Merrill Lynch.

Other factors could also have material adverse effects on our future results.

We think they have no material adverse effect on participation.

The reduction is expected to have a material adverse effect on the Company's results.

Such rules and regulations could have a material adverse effect on us.

Any of these may have a material adverse effect on our operating results and financial condition.

In each case, such developments could have a material adverse effect on the Company's results of operations.

"Such new competition would have a material adverse effect on our business, financial condition and results of operations," the company reported.

This could have a material adverse effect on the solvency of the company,' it said.

"We believe it will not have a material adverse effect on our business," Google said in the filing.

These costs may be higher in some countries than others and could have a material adverse effect on our short-term profitability.

We also believe that Huntsman has suffered a material adverse effect in its business.

The company stated that the loss of this one satellite is not expected to have a material adverse effect on network communications services.

A significant decline in production volumes from current levels could have a material adverse effect on our profitability.

It said it did not expect the final payment to have a material adverse effect on its financial position.

There can be no assurance that such risks and uncertainties will not have a material adverse effect on the Company.

The bank agreement contains a material adverse effect clause.

The failure to obtain this cash generation will likely have a material adverse effect on the Company's operations and financial condition.

"Consistent with our recent statements and court filings, there has been no material adverse effect.

“Regulation of greenhouse gas emissions could also have a material adverse effect on the demand for Glencore’s products,” it read.

Shifts in market share away from our top customers could have a material adverse effect on our profitability.

The obligation to repair or replace such products could have a material adverse effect on our profitability and financial condition.

An event of default could have a material adverse effect on our financial position, results of operations and cash flow.

We are subject to interest rate risk, including interest rate fluctuations that could have a material adverse effect on us.

But it added in a regulatory filing that that the outcome could have "a material adverse effect" on results.

State insurance regulatory authorities could take actions, including changes in capital requirements, that could have a material adverse effect on us.