Material Adverse Change

Material Adverse Change. Or "Material Adverse Effect" shall mean any event, circumstance, change or effect that would reasonably be likely, individually or in the aggregate, to have a material adverse effect on the assets, business, operations, earnings, properties or condition (financial or otherwise), of the Company and its subsidiaries taken as a whole; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a Material Adverse... Effect: any event, circumstance, change or effect arising out of or attributable to (a) changes in the economy or financial markets, including, prevailing interest rates and market conditions, generally in the United States or that are the result of acts of war or terrorism, or (b) changes that are caused by factors generally affecting the industry in which the Company and its subsidiaries operate. View More

Material Adverse Change. Any change occurring since December 31, 2016, in the consolidated financial position or results of operations of the Borrower and its Subsidiaries taken as a whole that has had or could reasonably be expected to have the effect of preventing the Borrower from carrying on its business or from meeting its current and anticipated obligations on a timely basis.

Material Adverse Change. Means with respect to a Party a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole; provided, however, that a Material Adverse Change shall not be deemed to include (i) changes as a result of the announcement of this Transaction, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

Material Adverse Change. Means a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of an applicable request for registration.

Material Adverse Change. Shall mean, with respect to the Company, any change that is materially adverse to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

Material Adverse Change. Any change in, or effect on, the Seller (including the business thereof) which is, or could reasonably be expected to be, materially adverse to the business, operations, assets, condition (financial or otherwise) or prospects of the Seller

Material Adverse Change. (a) a material adverse change in the business, operations or condition (financial or otherwise) of Company; or (b) a material impairment of (i) the prospect of repayment of any portion of this Note, (ii) the legality, validity or enforceability of this Note or the Merger Agreement, or (iii) the rights and remedies of Lender under this Note except as the result of the action or inaction of the Lender.

Material Adverse Change. Any event, change, condition or circumstance that, individually or in the aggregate, results in, or would be reasonably expected to result in, a material adverse change in the Assets, or the business, operations, results of operations or condition (financial or other) of the Business or the Pharmacies, taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account... in determining whether there has been or would reasonably be expected to be, a Material Adverse Change: any adverse change or effect attributable to (i) the announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which the Seller participates, the United States economy as a whole or the capital markets in general or the markets in which the Seller operates; (iii) compliance with the terms of, or the taking of any action required by, this Agreement or any related transaction contemplated by this Agreement; (iv) any change in applicable Laws or the interpretation thereof; (v) actions required to be taken under applicable Laws; (vi) any change in United States generally accepted accounting principles or other accounting requirements or principles or any change in related Laws, rules or regulations or the interpretation thereof; (vii) natural disasters, epidemics or pandemics; (viii) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism; or (ix) any matter set forth in the Disclosure Schedules to this Agreement; provided that the matters described above shall be included and taken into account in the term Material Adverse Change to the extent any such matter has a disproportionate impact on the Business or the Pharmacies taken as a whole, relative to other participants in the industry in which the Business and the Pharmacies operate. View More

Material Adverse Change. Any set of circumstances or events which occur, arise or otherwise take place from and after the Issuance Date which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Note or any other Transaction Document, (b) is or could reasonably be expected to be material and adverse to the business properties, assets, financial condition, results of operations or prospects of the Company or the Company and any of Subsidiaries... on a collective basis, (c) impairs materially or could reasonably be expected to impair materially the ability of the Company to duly and punctually pay or perform any its obligations under this Note or any other Transaction Document, or (d) materially impairs or could reasonably be expected to materially impair the ability of Holder, to the extent permitted, to enforce its legal rights and remedies pursuant to this Note or any other Transaction Document. View More

Material Adverse Change. Since any specified date or from the circumstances existing immediately prior to the happening of any specified event, a material adverse change in (a) the business, assets, financial condition of the Borrower and its Subsidiaries (on a consolidated basis), (b) the ability of the Borrower to perform material obligations under this Agreement or the other Subordinated Loan Documents, (c) the rights and remedies of the Subordinated Lender under this Agreement or the other Loan Documents, or (d)... the ability of the Borrower to operate or conduct business in all material respects in the manner in which it is currently operated View More