ESRX » Topics » Company Material Adverse Effect

This excerpt taken from the ESRX 8-K filed Apr 14, 2009.
Company Material Adverse Effect" shall mean, with respect to the Target Companies, any change, event, development, state of facts or effect which is materially adverse to the results of operations, condition (financial or otherwise), assets or business of the Target Companies, taken as a whole; provided, however, that changes, events, developments, states of facts or effects relating to: (i) changes in general economic or political conditions or the financing, banking, currency or capital markets in general; (ii) except for purposes of Section 3.9(a), Section 3.9(b), Section 3.9(c) and Section 3.9(d), changes in Laws, rules, regulations or Orders of any Governmental Entity or interpretations thereof or changes in accounting requirements or principles, in each case, only to the extent occurring after the date of this Agreement; (iii) changes affecting generally the pharmacy benefits management industry; (iv) except for the purposes of Section 3.2(b) and Section 3.16(b), the announcement or pendency of the transactions contemplated by this Agreement, or any communication by Purchaser or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to any of the businesses of any Target Company or any adverse change in customer, distributor, employee, supplier, financing source, licensor, sub-licensor, stockholder or similar relationships, including
 

 
4

 

 
as a result of the identity of Purchaser, directly resulting from any of the foregoing, but, in each case, excluding any governmental litigation arising therefrom; (v) except for the purposes of Section 3.2(b) and Section 3.16(b), the consummation of the transactions contemplated by this Agreement or any Other Transaction Document or any actions by any Party or any Target Company taken pursuant to its obligations under this Agreement or any Other Transaction Document; (vi) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof, in each case, only to the extent occurring after the date of this Agreement; (vii) any failure in and of itself by Seller or any of the Target Companies to meet any internal projections or forecasts (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether a Company Material Adverse Effect has occurred) and normal seasonal changes in their combined results of operations to the extent consistent in timing and amounts to the prior comparable time periods; or (viii) any change in and of itself in the price or trading volume of Seller's common stock (it being agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether a Company Material Adverse Effect has occurred), in each case, shall be deemed to not constitute a "Company Material Adverse Effect" and shall not be considered in determining whether a "Company Material Adverse Effect" has occurred.  Notwithstanding the foregoing, if any matter described in any of subclauses (i), (ii) or (iii) of this paragraph has had a disproportionate effect on the results of operation, condition (financial or otherwise), assets or business of the Target Companies, taken as a whole, relative to other participants in the pharmacy benefits management industry, then, the impact of such event on the Target Companies shall be taken into account for purposes of determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur.
 
"

"Company Material Adverse Effect" elsewhere:

CVS HEALTH Corp (CVS)
Quest Diagnostics (DGX)
Cardinal Health (CAH)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki