Material Adverse Effect

Example Definitions of "Material Adverse Effect"
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents.
Found in DAEGIS INC. contract
View All 34 Variations
Material Adverse Effect. Means a material adverse effect on (i) the assets, properties, liabilities, results of operations, condition business, conditions (financial or otherwise), business, operations, results of operations or prospects of the Company and its Subsidiaries subsidiaries taken as a whole, or (ii) the legality, validity or enforceability of any Transaction Document, or (iii) the Company’s ability of the Company to perform in any material respect on a timely basis its obligations under the any Transaction ... class="diff-color-red">Documents. Document. View More Arrow
Found in Avinger Inc contract
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries subsidiaries taken as a whole, (ii) the legality or (ii) enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents.
Found in Cybergy Holdings, Inc. contract
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects and otherwise) and business of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents.
Found in CENTRAL EUROPEAN DISTRIBUTION CORP contract
View Variations (34) Arrow
Material Adverse Effect. A material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (c) the rights and remedies of Investor under... this Note, the other Transaction Documents or any related document, instrument or agreement View More Arrow
Found in SKINVISIBLE INC contract
View All 12 Variations
Material Adverse Effect. A Means a material adverse effect on (a) (i) the business, assets, operations, prospects or financial or other condition of the Company; (b) Issuer and its Subsidiaries, taken as a whole; (ii) the ability of the Company Issuer to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any... Transaction Document; or (c) (iii) the rights and remedies of Investor Purchaser under this Note, the other Transaction Documents or any related document, instrument or agreement View More Arrow
Found in FNDS3000 Corp contract
Material Adverse Effect. A Means a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents Notes and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (c) the rights and remedies of... Investor under this Note, the other Transaction Documents or any related document, instrument or agreement Default. View More Arrow
Found in AMYRIS, INC. contract
Material Adverse Effect. A Shall mean a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations Obligation in accordance with the terms of this Note and each of the other Transaction Documents Bridge Notes and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; Bridge Notes; or (c) the rights and remedies of Investor Holder under this Note, the other Transaction Documents Note or any related document, documents, instrument or agreement agreement. View More Arrow
Found in American BriVision (Holding) Corp contract
View Variations (12) Arrow
Material Adverse Effect. Means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be deemed... to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. View More Arrow
Found in Farmers & Merchants Bancshares, Inc. contract
View All 8 Variations
Material Adverse Effect. Means, with With respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, position, results of operations or business of such Person, or (ii) would materially impair the ability of such any Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material 'Material Adverse... Effect" Effect' shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes. View More Arrow
Found in EASTERN VIRGINIA BANKSHARES INC contract
Material Adverse Effect. Means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be deemed... to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions after the date of this Agreement affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, (6) natural disasters or other force majeure events, (7) changes in national or international political or social conditions, including the engagement by the United States in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or by the occurrence of any military or terrorist attack upon or within the United States, and (6) (8) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement Agreement, the Indenture and the Subordinated Notes, which in the event of (1), (2), (3) (3), (5), (6), and (5), (7) do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. View More Arrow
Found in BCB BANCORP INC contract
Material Adverse Effect. Means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, Person and its Subsidiaries, if any, on a consolidated basis, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby;... provided, however, that "Material Adverse Effect" shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, Agencies that do not disproportionately affect the operations or business of the Company in comparison to other bank holding companies, banks or banking institutions with similar operations, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes. 3 Execution Version View More Arrow
Found in FB Financial Corp contract
View Variations (8) Arrow
Material Adverse Effect. A material adverse effect on 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.
Found in SWIFT & CO contract
View All 8 Variations
Material Adverse Effect. A Any event, circumstance, change, development or condition that, individually or in the aggregate, has had a material adverse effect on 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.
Found in C&J Energy Services, Inc. contract
Material Adverse Effect. A Means a material adverse effect on the condition (financial or otherwise), prospects, earnings, business business, liabilities or properties assets of the Company and its subsidiaries, subsidiaries taken as a whole, whether or not arising from transactions occurring in the ordinary course of business.
Found in Crystal River Capital, Inc. contract
Material Adverse Effect. A material With respect to the Company, any effect that is materially adverse effect on to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Found in TERRA INDUSTRIES INC contract
View Variations (8) Arrow
Material Adverse Effect. Means a material adverse effect on the (i) condition (financial or otherwise), business, assets, prospects or results of operations of the Company taken as a whole; (ii) ability of the Company to perform any of its obligations under the terms of the Agreements; or (iii) rights and remedies of a Purchaser under the terms of the Agreements.
Found in OSCIENT PHARMACEUTICALS CORP contract
View All 7 Variations
Material Adverse Effect. Means a material adverse effect on the (i) condition (financial or otherwise), business, assets, prospects assets or results of operations of the Company taken as a whole; Company; (ii) ability of the Company to perform any of its material obligations under the terms of the Agreements; or (iii) material rights and remedies of a Purchaser under the terms of the Agreements.
Found in AXION INTERNATIONAL HOLDINGS, INC. contract
Material Adverse Effect. Means a material adverse effect on the (i) condition (financial or otherwise), business, assets, prospects or results of operations of the Company taken as a whole; Company; (ii) ability of the Company to perform any of its material obligations under the terms of the Agreements; or (iii) material rights and remedies of a Purchaser under the terms of the Agreements.
Found in HKN, Inc. contract
Material Adverse Effect. Means a material adverse effect on the (i) condition (financial or otherwise), business, assets, prospects (as described in the SEC Filings) or results of operations of the Company taken as a whole; Company; (ii) ability of the Company to perform any of its material obligations under the terms of the Agreements; or (iii) material rights and remedies of a Purchaser under the terms of the Agreements.
Found in HQ SUSTAINABLE MARITIME INDUSTRIES, INC. contract
View Variations (7) Arrow
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company and its Subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to... constitute, or be taken into account in determining whether a Material Adverse Effect has occurred: (1) any adverse effect resulting directly or indirectly from general business or economic conditions, except to the extent such general business or economic conditions have a materially disproportionate effect on the Company as compared to companies in the Company's industry, (2) any change in the Company's stock price or trading volume, or (3) any effect caused by the announcement or pendency of the transactions contemplated by the Transaction Documents, or the identity of any Investor or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement or the Registration Rights Agreement. View More Arrow
Found in Advaxis, Inc. contract
View All 6 Variations
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition (financial or otherwise) or business of the Company and its Subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to... constitute, or be taken into account in determining whether a Material Adverse Effect has occurred: (1) any adverse effect resulting directly or indirectly from general business or economic conditions, except to the extent such general business or economic conditions have a materially disproportionate effect on the Company as compared to companies in the Company's industry, (2) any change in the Company's stock price or trading volume, or (3) occurred any effect caused by the announcement or pendency of the transactions contemplated by the Transaction Documents, or the identity of any Investor or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement or the Registration Rights Agreement. View More Arrow
Found in SELECTA BIOSCIENCES INC contract
Material Adverse Effect. Means a circumstance that would have or reasonably be expected to result in, individually or in the aggregate, a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise) otherwise), earnings, business, prospects or business properties of the Company and its Subsidiaries taken as a whole, Company, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the... Transaction Documents; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, constitute a Material Adverse Effect, or be taken into account in determining whether a Material Adverse Effect has occurred: (1) any adverse effect resulting directly or indirectly from general business or economic conditions, except to the extent such general business or economic conditions have a materially disproportionate effect on the Company as compared to companies in the Company's industry, (2) any change in the Company's stock price or trading volume, volume (provided that the underlying cause of such change is not exempt from constituting a Material Adverse Effect, or being taken into account in determining whether a Material Adverse Effect has occurred), or (3) any effect caused by the announcement or pendency of the transactions contemplated by the Transaction Documents, or the identity of any Investor or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement or the Registration Rights Agreement. View More Arrow
Found in Celcuity Inc. contract
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition (financial or otherwise) or business of the Company and its Subsidiaries Subsidiary taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination,... be deemed to constitute, or be taken into account in determining whether whether, a Material Adverse Effect has occurred: (1) any adverse effect resulting directly or indirectly from general business or economic conditions, except to the extent such general business or economic conditions have a materially disproportionate effect on the Company as compared to companies in the Company's industry, (2) any change in the Company's stock price or trading volume, or (3) any effect caused by the announcement or pendency of the transactions contemplated by the Transaction Documents, or the identity of any Investor or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement or any change in the Registration Rights Agreement. market price of the Common Stock. View More Arrow
Found in VITAL THERAPIES INC contract
View Variations (6) Arrow
Material Adverse Effect. A material adverse effect on the condition (financial or otherwise), 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, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).
Found in Alliance HealthCare Services, Inc contract
View All 5 Variations
Material Adverse Effect. A material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). thereto)
Found in Energy Recovery, Inc. contract
Material Adverse Effect. A Shall mean a material adverse effect on the condition (financial or otherwise), prospects, earnings, business business, properties or properties 36 assets of the Company Company, Great Lakes, the Subsidiaries and its subsidiaries, the Predecessor Subsidiaries, taken as a whole, whole whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement supplements thereto).
Found in Great Wolf Resorts, Inc. contract
Material Adverse Effect. A Any material adverse effect on the condition (financial or otherwise), 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, except as set forth in or contemplated in the Prospectus Final Memorandum (exclusive of any supplement thereto).
Found in CONSTAR INTERNATIONAL INC contract
View Variations (5) Arrow
Material Adverse Effect. Means any of (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company's ability to perform on a timely basis its obligations under this Agreement.
Found in INTRAOP MEDICAL CORP contract
View All 5 Variations
Material Adverse Effect. Means any of (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company's ability to perform on a timely basis its obligations under this Agreement. any Transaction Document.
Found in KINTERA INC contract
Material Adverse Effect. Means any of (i) a material and adverse effect on the legality, validity or enforceability of this any Incorporated Document or the Agreement, (ii) a material and adverse effect on the results of operations, assets, prospects, business business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, whole or (iii) an a material adverse impairment to effect on the Company's ability to perform in any material respect on a timely basis its... obligations under this any Incorporated Document or the Agreement. View More Arrow
Found in Autonomix Medical, Inc. contract
Material Adverse Effect. Means an event, change or occurrence that, individually or together with any of other event, change or occurrence, has (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company's ability to perform on a timely basis its... obligations under this Agreement. View More Arrow
Found in INTRAOP MEDICAL CORP contract
View Variations (5) Arrow
Material Adverse Effect. Means (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Certificate of Designation or on the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (ii) any material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business or operations of the Company and its Subsidiaries, taken as a whole.
Found in EDGAR ONLINE INC contract
View All 5 Variations
Material Adverse Effect. Means (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Certificate of Designation or on the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (ii) any material adverse effect on the condition (financial or otherwise), financial condition, properties, assets, liabilities, business or operations of the Company and its... Subsidiaries, taken as a whole. whole, except, in the case of (i) or (ii) to the extent such effect results directly from the announcement or the existence of this Agreement or the transactions contemplated hereby. View More Arrow
Found in Dicerna Pharmaceuticals Inc contract
Material Adverse Effect. Means any (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Certificate of Designation or on the ability of the Company to perform its obligations under this Agreement and or the other Transaction Documents Documents, or (ii) any material adverse effect on the condition (financial or otherwise), prospects, properties, assets, liabilities, business or operations of the Company and its... Subsidiaries, taken as a whole. Company. View More Arrow
Found in HERON THERAPEUTICS, INC. contract
Material Adverse Effect. Means (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Charter Amendment, the Certificate of Designation (Series B) or the Amended and Restated Certificate of Designation (Series A-1) or on the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (ii) any material adverse effect on the condition (financial or otherwise),... properties, assets, liabilities, business business, operations or operations prospects of the Company and its Subsidiaries, taken as a whole. View More Arrow
Found in iSign Solutions Inc. contract
View Variations (5) Arrow
Material Adverse Effect. Means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations or financial condition of the Company, or the Company and its Subsidiaries, taken as a whole or, (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes; provided, however, that none of the following shall be deemed 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 be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate. View More Arrow
Found in LBBB Merger Corp. contract
View All 4 Variations
Material Adverse Effect. Means any Any material adverse effect on (i) the businesses, properties, assets, prospects, operations, results of operations or financial condition of the Company, or the Company and its the Subsidiaries, taken as a whole or, whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes; provided, however, that none of Securities; in this regard, any the following shall be deemed either alone... or in combination to constitute, and none any of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to an applicable Law; or (d) any adverse effect resulting from or arising out of any pandemic or similar emergency, transportation disruption, strike or labor disruption, natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate. thereof. View More Arrow
Found in MARIZYME INC contract
Material Adverse Effect. Means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations or financial condition of the Company, or the Company and its Subsidiaries, taken as a whole or, whole, (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes; Notes, or (iii) in the opinion of the Company's auditor the Company is not a going concern or there is reasonable likelihood that... the Company's auditor will be unable to provide a going concern opinion; provided, however, that none of the following shall be deemed 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 be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate. View More Arrow
Found in Data Knights Acquisition Corp. contract
Material Adverse Effect. Means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations or financial condition of the Company, or the Company and its the Subsidiaries, taken as a whole or, whole, (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes; Notes or the Warrants, or (iii) in the opinion of the Company's auditor the Company is not a going concern or there is... reasonable likelihood that the Company's auditor will be unable to provide a going concern opinion; provided, however, that none of the following shall be deemed 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 be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate. View More Arrow
Found in SENTAIDA TIRE CO LTD contract
View Variations (4) Arrow
All Definitions