Print Page  |  Close Window

SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


Company Interim Financial Statements” has the meaning specified in Section 4.01(a)(ix).

Company Material Adverse Effect” means a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any change, occurrence, event or effect resulting directly or indirectly from (i) international, national, regional or industry-wide political, economic or business conditions (including financial, banking, securities and capital market conditions and any disruption thereof and adverse changes in the price of precious metals or other natural resources used by the Company and its Subsidiaries in the ordinary and usual course of their business, consistent with past practice), (ii) acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof, hurricanes, earthquakes, floods, tsunamis, tornadoes, mudslides, wild fires or other natural disasters and other force majeure events, (iii) any change, occurrence, event or effect generally applicable to the business of the Company and its Subsidiaries or affecting any of the following industries: precision manufacturing, medical and FDA-compliant devices, electrical controls, transportation or power grid distribution, (iv) actual or proposed changes in the Law (as defined in the Closing Date Acquisition Agreement) or applicable accounting regulations or standards (including GAAP (as defined in the Closing Date Acquisition Agreement)) or interpretations thereof, (v) any changes in the technology used by the Company and its Subsidiaries, their customers or others in any of the following industries: precision manufacturing, medical and FDA-compliant devices, electrical controls, transportation or power grid distribution, (vi) any failure by the Company or any of its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions for any period, (vii) any matter that is set forth in any disclosure schedule to the Closing Date Acquisition Agreement, or (viii) the execution or announcement of the Closing Date Acquisition Agreement or of the Closing (as defined in the Closing Date Acquisition Agreement) or the taking of any action contemplated or required by the Closing Date Acquisition Agreement, or the consummation of the transactions contemplated thereby, provided that the exception in clause (vi) shall not prevent or otherwise affect a determination that the facts giving rise or contributing to any such failure has resulted in or contributed to a Company Material Adverse Effect, except that any change, occurrence, event or effect resulting from the matters described in clauses (i) through (v) above may constitute a Company Material Adverse Effect, and shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would or could occur to the extent that such change, occurrence, event or effect has a disproportionate impact on the Company and its Subsidiaries as compared to any of the other companies in the industries in which the Company and its Subsidiaries operate.

Compliance Certificate” means a certificate substantially in the form of Exhibit C.

Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consideration” means, in connection with an Acquisition, the aggregate consideration paid or to be paid, including borrowed funds, cash, deferred payments, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to compete and any other consideration paid or to be paid for such Acquisition.

 

-8-