Sample Material Adverse Change Clauses - UCCstuff

1 [NYCORP; :4245B:06/12/00 4:28p] Sample Material Adverse Change Clauses :More favorable to lender:"there not having occurred or become known to us[ the lender] any Material Adverse condition ormaterial Adverse Change in or affecting thebusiness, operations, properties, condition(financial or otherwise) or prospects of the Targetand its subsidiaries, taken as a whole, sinceDecember 31, 200X".More favorable to borrower:"there not having occurred and be continuing anymaterial Adverse Change in the business, operations,properties or financial condition of the Target orany of its subsidiaries since December 31, 200X."Other Variations: Sample MAC Clause taken from underwriter's form in aShelf/Debt - Form S-3 - Underwriting Agreement (revisedMarch, 2000):The Company shall have furnished to the Repre-sentatives a certificate of the Company, signed bythe Chairman of the Board or the President and theprincipal financial or accounting officer of theCompany, dated the Closing Date, to the effect thatthe signers of such certificate have carefullyexamined the Registration Statement, the Prospectus,any supplements to the Prospectus and this Agreementand that.

2 (iii) since the date of the most recentfinancial statements included or incorporated byreference in the Prospectus (exclusive of anysupplement thereto), there has been no materialadverse effect on the condition (financial orotherwise), prospects, earnings, business orproperties of the Company and its subsidiaries,taken as a whole, whether or not arising fromtransactions in the ordinary course of business,except as set forth in or contemplated in theProspectus (exclusive of any supplement thereto) Sample MAC clause taken from negotiated credit agreement(May, 2000):2[NYCORP; :4245B:06/12/00 4:28p]"" Material Adverse Effect" means a Material adverseeffect on (a) the business, property, operations orfinancial condition of the [credit group] taken as awhole or (b) the validity or enforceability of thisAgreement or any of the other Loan Documents or therights or remedies of the Lenders hereunder orthereunder.

3 It is understood and agreed that noMaterial Adverse Effect shall occur by reason of (c)general economic conditions or economic conditionsaffecting the [specific industry] generally or (d)the [permitted activities of guarantors]." Sample MAC clause taken from underwriter's standard formof underwriting agreement for SEC-registered publicoffering of high-yield debt securities (revised January,2000).The Company shall have furnished to the Underwritersa certificate, dated the Closing Date, of its chiefexecutive officer and its chief financial officerstating that .. subsequent to the date of themost recent financial statements contained in theRegistration Statement and the Prospectus, there hasbeen no Material Adverse Change in the financialposition or results of operation of the Company orany of its subsidiaries, or any Change , or anydevelopment including a prospective Change , in oraffecting the condition (financial or otherwise),results of operations, business or prospects of theCompany and its subsidiaries taken as a whole,except as set forth in the Prospectus.

4 Sample MAC clause taken from a form of Merger Agreement(revised April, 2000):Absence of Company Material Adverse Effect. [Exceptas disclosed in the Filed Company SEC Documents orin the Company Disclosure Letter, since the date ofthe most recent [audited] financial statementsincluded in the Filed Company SEC Documents][Exceptas disclosed in the Company Disclosure Letter, sincethe date of this Agreement] there shall not havebeen any event, Change , effect or development that,individually or in the aggregate, has had [or couldreasonably be expected to have] a Company MaterialAdverse Effect[, other than events, changes, effectsand developments [(i)] relating to the economy ingeneral [or to the Company's industry in general]and not specifically relating to the Company or anyCompany Subsidiary [or (ii) relating to or arising3[NYCORP; :4245B:06/12/00 4:28p]out of the announcement or consummation of anyTransaction]].

5 Definition of " Material Adverse effect": a materialadverse effect on the [business, assets, condition(financial or otherwise), prospects][financialcondition] or results of operations of such partyand its subsidiaries, taken as a MAC clause from underwriter's form of UnderwritingAgreement (revised January, 2000):Subsequent to the execution and delivery of thisAgreement, there shall not have occurred (i) anychange, or any development or event involving aprospective Change , in the condition (financial orother), business, properties or results ofoperations of the Company and its subsidiaries takenas one enterprise which, in the judgment of amajority in interest of the Underwriters includingthe Representative[s], is Material and Adverse andmakes it impractical or inadvisable to proceed withcompletion of the public offering or the sale of andpayment for the Offered Securities.

6 (ii) anydowngrading in the rating of any debt securities [Ifappropriate, insert or preferred stock] of theCompany by any nationally recognized statisticalrating organization (as defined for purposes ofRule 436(g) under the Act), or any publicannouncement that any such organization has undersurveillance or review its rating of any debtsecurities [If appropriate, insert or preferredstock] of the Company (other than an announcementwith positive implications of a possible upgrading,and no implication of a possible downgrading, ofsuch rating)."