Material Adverse Change

Material Adverse Change. Shall mean a material adverse change in the business, operations, affairs and conditions of the Company.

Material Adverse Change. (i) a material adverse change in the business, operations, results of operations, assets, liabilities, condition or prospects of Borrower, (ii) the impairment of Borrower's ability to perform the Obligations, or of ORIX to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse change in the value of the Collateral or the amount which ORIX would be likely to receive in the liquidation of the Collateral.

Material Adverse Change. With respect to the Company means a change, event or occurrence that individually, or together with any other change, event or occurrence, has a material adverse impact on the financial position, business, or results of operations of the Company and a "Material Adverse Change" shall be deemed to have occurred if any such material adverse impact exists on any date, without regard to the duration of such material adverse impact; provided, however, that the term "Material Adverse Change" shall not... include (i) changes in the industry or markets in which the Company operates, (ii) changes in GAAP, (iii) actions or omissions of the Company taken with the prior written consent of Buyer, or (iv) any matter set forth in the Schedules attached hereto. View More

Material Adverse Change. Means any materially adverse change in the financial condition, assets, liabilities, business, operations or prospect of Guarantor and its Subsidiaries, taken as a whole.

Material Adverse Change. Shall mean a material adverse change in the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries (or an Eligible Client and its subsidiaries, as applicable or an Eligible Contract) taken as a whole.

Material Adverse Change. Shall have the meaning given to the term "Company Material Adverse Effect" in the Merger Agreement and shall also include (i) any material impairment in the perfection or priority of Buyer's Lien in the Collateral or in the value of such Collateral or (ii) a material impairment of the prospect of repayment of any portion of the Obligations.

Material Adverse Change. Means the occurrence, after the date of this Agreement, of any change, effect, event, occurrence, development, circumstance or state of facts which has had or would reasonably be expected to have a materially adverse effect on the business, properties, operations, financial condition, prospects or results of operations of the Company, taken as a whole, or which would materially impair the Company's ability to perform their obligations under this Agreement or have a materially adverse effect on... or prevent or materially delay the consummation of the Restructuring Transaction contemplated by this Agreement; provided, however, that changes in the business, properties, operations, financial condition, prospects or results of operations of the Company arising by reason of any of the following shall not constitute a material adverse change: (i) the filing of a voluntary petition under Chapter 11 of the Bankruptcy Code or the effect, directly or indirectly, of such filing; (ii) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates; (iii) factors generally affecting the industries or markets in which the Company operates; (iv) changes in general legal, tax, regulatory, political or business conditions that, in each case, generally affect the geographic regions or industries in which the Company conducts its business; and (v) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement. 5 View More

Material Adverse Change. Means a material adverse change (i) in the business, assets, operations, condition (financial or otherwise) or prospects of Company or the Project, or (ii) in the facts and information regarding the Company or the Premises or the Project as represented prior to the Issuance Date (without limitation to the generality of (i) ands (ii), a loss, liability, expense or cost of $200,000 or more shall be considered material), provided that a change in the market value of a share of Penson Worldwide,... Inc. shall not, in and of itself, be considered as resulting in a Material Adverse Change. View More

Material Adverse Change. Means any change in the assets, liabilities, financial condition or operations of the Company and its subsidiaries, taken as a whole, from that reflected in the financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 as filed with the Securities Exchange Commission on May 13, 2010, other than changes in the ordinary course of business, which individually or in the aggregate has had a material adverse effect on such assets, liabilities,... financial condition or operations of the Company and its subsidiaries, taken as a whole. View More

Material Adverse Change. Means a material adverse change in (i) the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and its Subsidiaries, if any, taken as a whole; (ii) the legality, validity or enforceability of any Transaction Document; or (iii) the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents.