Material Adverse Change

Material Adverse Change. Means Is any of the following: (i) a material adverse change in the business, operations, or financial condition (financial or other condition otherwise) of the Borrower, or (ii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iii) a material impairment of the value or priority of Silicon's Bank's security interests in the Collateral.

Material Adverse Change. Means any of the following: (i) a material adverse change in the business, operations, or financial or other condition of the Borrower, Borrower (in the case of two Borrowers, such entities taken as a whole), or (ii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iii) a material impairment of the value or priority of Silicon's PFG's security interests in the Collateral.

Material Adverse Change. Means any of the following: (i) a material adverse change in the business, operations, or financial or other condition of the Borrower, Borrower (in the case of two Borrowers, such entities taken as a whole), or (ii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iii) a material impairment of the value or priority of Silicon's PFG's security interests in the Collateral.

Material Adverse Change. Is: (i) A material impairment in the perfection or priority of Bank's security interest in the Collateral or in the value of such Collateral; Collateral other than normal depreciation which is not covered by adequate insurance; (ii) a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower; (iii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iv) Bank determines, based upon information available to it... and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period. View More

Material Adverse Change. Is: (i) A material impairment in the perfection or priority of Bank's security interest in the Collateral or in the value of such Collateral; (ii) a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower; Borrower and Guarantor taken as a whole; or (iii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iv) Bank determines, based upon information available to it and in its reasonable judgment, that there... is a reasonable substantial likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period. View More

Material Adverse Change. Is: (i) A (a) a material impairment in the perfection or priority of Bank's security interest in the Collateral or in the value of such Collateral; (ii) (b) a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower; (iii) or (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (iv) (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable substantial likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section Article 6 during the next succeeding financial reporting period. View More

Material Adverse Change. Means The words "Material Adverse Change" mean any condition or event that Lender determines has or is reasonably likely to have a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) or prospects of Borrower, (b) the business, operations, property, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries, subsidiaries and affiliates, if any, taken as a whole, or (c) (b) the validity or enforceability of this Agreement... or any of the other Loan Related Documents or the rights and remedies of Lender hereunder or thereunder. View More

Material Adverse Change. Means The words "Material Adverse Change" mean any condition or event that Lender determines has or is reasonably likely to have a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) or prospects of Borrower, (b) the business, operations, property, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries, subsidiaries and affiliates, if any, taken as a whole, or (c) (b) the validity or enforceability of this Agreement... or any of the other Loan Related Documents or the rights and remedies of Lender hereunder or thereunder. View More

Material Adverse Change. Means The words "Material Adverse Change" mean any condition or event that Lender determines has or is reasonably likely to have a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) or prospects of Borrower, (b) the business, operations, property, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries, subsidiaries and affiliates, if any, taken as a whole, or (c) (b) the validity or enforceability of this Agreement... or any of the other Loan Related Documents or the rights and remedies of Lender hereunder or thereunder. View More

Material Adverse Change. Means any change or effect (or any condition, event or development involving a prospective change or effect) in the affairs, business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise (in this definition collectively referred to as 'business'), "business"), of DGL NMC or Buyer and their respective Subsidiaries the Subsidiary including, without limitation,... any regulatory restrictions, limitations on the business or any breaches of material agreements including, without limitation, this Agreement or Laws which is or could reasonably be expected to be materially adverse to the business of DGL NMC or Buyer and the Subsidiaries Subsidiary considered as a whole, or to the value of the Equity Interests License to Buyer other than such changes or effects that are the direct result of events outside of the control of Sellers Seller and/or any of its Affiliates provided that Sellers Seller and/or its Affiliates, as applicable, have made reasonable commercial efforts to prevent such changes or effects and, for greater certainty, shall exclude without limitation, such changes or effects resulting directly from general economic conditions or from financial, currency exchange rate and general securities or commodity market conditions (including, without limitation, commodity price fluctuations) that are outside the control of Seller and/or any of its Affiliates Affiliates. View More

Material Adverse Change. Means any change or effect (or any condition, event or development involving a prospective change or effect) in the affairs, business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise (in this definition collectively referred to as 'business'), "business"), of DGL BHL or Buyer SSL and their respective Subsidiaries including, without limitation, any... regulatory restrictions, limitations on the business or any breaches of material agreements including, without limitation, this Agreement or Laws which is or could reasonably be expected to be materially adverse to the business of DGL BHL or Buyer SSL and the Subsidiaries considered as a whole, or to the value of the Equity Interests Shares to Buyer other than such changes or effects that are the direct result of events outside of the control of Sellers Seller and/or any of its Affiliates provided that Sellers Seller and/or its Affiliates, as applicable, have made reasonable commercial efforts to prevent such changes or effects and, for greater certainty, shall exclude without limitation, such changes or effects resulting directly from general economic conditions or from financial, currency exchange rate and general securities or commodity market conditions (including, without limitation, commodity price fluctuations) that are outside the control of Seller and/or any of its Affiliates Affiliates. 2 View More

Material Adverse Change. A material adverse change in the condition (financial or otherwise), properties, business, or results of operations of the Company and its Subsidiaries taken as a whole. Company.

Material Adverse Change. Means (a) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrower Issuer and its Subsidiaries, taken as a whole, (b) a material impairment of Borrower's Issuer's and its Subsidiaries' ability to perform their obligations under the First Second Lien Documents to which they are parties or of the Lender's Secured Group's ability to enforce the Secured Obligations or realize upon the Collateral,... or (c) a material impairment of the enforceability or priority of Lender's Collateral Agent's Liens with respect to the Collateral as a result of an action or failure to act on the part of Borrower Issuer or its Subsidiaries. View More

Material Adverse Change. Means Is: (i) any a material impairment in the perfection or priority of Lender's Lenders' security interest in the Collateral, other than with respect to any Permitted Lien, Collateral or in the value of such Collateral; (ii) a material adverse change in the business, operations operations, or condition (financial or otherwise) of the Borrower; or (iii) a material impairment in of the prospect of repayment of any portion of the Obligations. 17

Material Adverse Change. Means any change, effect, event, occurrence, development, circumstance or state of facts occurs which has had or would reasonably be expected to have a materially adverse effect on the business, properties, operations, financial condition or results of operations of the Company Lenox (including its subsidiaries and their respective businesses), taken as a whole, or which would materially impair the Company's Lenox's ability to perform its obligations under this Agreement or have a materially... adverse effect on or prevent or materially delay the consummation of the transactions contemplated by this Agreement. The filing of voluntary petitions commencing the Chapter 11 Cases contemplated by this Plan Support Agreement shall not constitute a Material Adverse Change. View More

Material Adverse Change. A Shall mean a material adverse change in the business, operations, affairs, prospects, or condition (financial or otherwise) of the Company Company.

Material Adverse Change. Any Means a set of circumstances or events which (a) that (i) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) Agreement, (ii) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations or business prospects of the Borrower Security Letter of Credit Parties taken as a whole, (c) (iii) impairs 12... materially or could reasonably be expected to impair materially the ability of Applicant to duly and punctually pay or perform its material Indebtedness for borrowed money, or (iv) impairs materially or could reasonably be expected to impair materially the ability of Citibank, to the Borrower taken as a whole to duly and punctually pay or perform its Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Lender extent permitted, to enforce their its legal remedies pursuant to this Agreement or any other Loan Document. Agreement. View More