MATERIAL ADVERSE EFFECT or MATERIAL ADVERSE CHANGE

MATERIAL ADVERSE EFFECT or MATERIAL ADVERSE CHANGE. MEANS ANY EFFECT OR CHANGE THAT WOULD BE (OR COULD REASONABLY BE EXPECTED TO BE) MATERIALLY ADVERSE TO THE BUSINESS, ASSETS, CONDITION (FINANCIAL OR OTHERWISE), OPERATING RESULTS, OPERATIONS, OR BUSINESS PROSPECTS OF A PARTY AND ITS SUBSIDIARIES (REGARDLESS OF WHETHER OR NOT SUCH ADVERSE EFFECT OR CHANGE CAN BE OR HAS BEEN CURED AT ANY TIME OR WHETHER THE OTHER PARTIES HAVE KNOWLEDGE OF SUCH EFFECT OR CHANGE ON THE DATE HEREOF), INCLUDING ANY ADVERSE CHANGE, EVENT, DEVELOPMENT, OR EFFECT... ARISING FROM OR RELATING TO THE TAKING OF ANY ACTION CONTEMPLATED BY THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY. View More

MATERIAL ADVERSE EFFECT or MATERIAL ADVERSE CHANGE. Means the conduct or matter in question has a material adverse effect on the business, operations, property or financial or other condition of Mergerco or GLBN, taken as a whole, or in the case of Dalton, involves a matter or liability exceeding $25,000, or on the ability of Dalton, Mergerco or GLBN, as the case may be, to consummate the transactions contemplated hereby.

MATERIAL ADVERSE EFFECT or MATERIAL ADVERSE CHANGE. Means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating -4- results or operations of such Party, taken as a whole, or to the ability of such Party to consummate timely the transactions contemplated hereby; provided, however, that the term shall not include any such change, event, circumstance, condition or effect that directly results from: (A) changes in general economic... conditions (provided that such changes do not affect such entity disproportionately as compared to such entity's competitors); (B) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such entity disproportionately as compared to such entity's competitors); (C) the execution, announcement, pendency or consummation of the transactions contemplated by this Agreement or (D) the taking of any action contemplated by this Agreement or consented to in writing by the Buyer. View More