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.
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Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, otherwise) or prospects 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.
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, or (iii) the legality, validity or enforceability of any Transaction Documents.
Material Adverse Effect. Means a material adverse effect on (i) (a) the assets, liabilities, results of operations, condition (financial or otherwise), business, business or prospects of the Company and its Subsidiaries Subsidiaries, taken as a whole, or (ii) (b) the ability of the Company to perform its obligations under the Transaction Documents.
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Material Adverse Effect. A material adverse effect on the financial condition, 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
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Material Adverse Effect. A material adverse effect on the financial condition, 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 Effect. A material adverse effect on the financial condition, condition (financial or otherwise), earnings, business business, properties or properties prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business or otherwise
Material Adverse Effect. A material adverse effect on the financial condition, 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 or otherwise
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Material Adverse Effect. 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 position, results of operations or business of such Person, or (ii) would materially impair the ability of 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 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 Company or Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of Company or Purchasers, including expenses incurred by Company or Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company with the prior written consent of Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes. View More
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Material Adverse Effect. With respect to any Person, any Any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial position, condition, results of operations or business of such Person, the Company and its Subsidiaries, taken as a whole, or (ii) would materially impair the ability of any Person the Company and its Subsidiaries 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 or Purchasers, the Bank (4) direct effects of compliance with this Agreement on the operating performance of the Company or Purchasers, the Bank including expenses incurred by Company the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) 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 the Subordinated Note Purchase Agreements by and between the Company and each Purchaser and the Subordinated Notes. Notes, (6) the effects of any declaration of a state of emergency by the government of the United States or any State of the United States; and (7) the effects of any epidemic, pandemic or disease outbreak, or continuation or extension of any epidemic, pandemic or disease outbreak, affecting the United States, which in the event of (1), (2), (3), (6) or (7) do not disproportionately affect the operations or business of the Company in comparison to other financial institutions with similar operations View More
Material Adverse Effect. 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 position, results of operations operations, business or business prospects of such Person, Person or its Subsidiaries, or (ii) would materially impair the ability of any Person to perform its respective obligations under any of this Agreement or the Transaction Documents, Subordinated Notes, 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 Company Borrower, Bank or Purchasers, Lenders, (4) direct effects of compliance with this Agreement on the operating performance of Company Borrower, Bank or Purchasers, Lenders, including expenses incurred by Company Borrower, Bank or Purchasers Lenders in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company Borrower with the prior written consent of Purchasers, Lenders, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes. Notes View More
Material Adverse Effect. 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 position, results of operations operations, business or business prospects of such Person, Person or its Subsidiaries, taken as a whole, or (ii) would materially impair the ability of any Person to perform its respective obligations under any of this Agreement or the Transaction Documents, Subordinated Note, 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 Company Issuer or Purchasers, the Noteholder, (4) direct effects of compliance with this Agreement on the operating performance of Company Issuer or Purchasers, Noteholder, including expenses incurred by Company Issuer or Purchasers the Noteholder in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company Issuer at the request of or with the prior written consent of Purchasers, the Noteholder, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes. Note View More
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Material Adverse Effect. Means any (i) adverse effect on the issuance or validity of the Shares or the transactions contemplated hereby or on the ability of the Company to perform its obligations under this Agreement, or (ii) material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business or operations of the Company.
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Material Adverse Effect. Means any (i) adverse effect on the issuance or validity of the Shares Securities or the transactions contemplated hereby or on the enforceability or validity of the Amended and Restated Certificate of Incorporation or on the ability of the Company to perform its obligations under this Agreement, Agreement or the other Transaction Documents, or (ii) material adverse effect on the prospects or condition (financial or otherwise), properties, assets, liabilities, business or operations of the ... class="diff-color-red">Company. Company and its Subsidiaries taken as a whole. View More
Material Adverse Effect. Means any (i) adverse effect on the issuance or validity of the Shares this Note or the transactions contemplated hereby or on the ability of the Company to perform its obligations under this Agreement, Note, or (ii) material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business or operations of the Company. Company and its Subsidiaries taken as a whole.
Material Adverse Effect. Means any (i) adverse effect on the issuance or validity of the Shares this Note or the transactions contemplated hereby or on the ability of the Company to perform its obligations under this Agreement, Note, or (ii) material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business or operations of the Company. Company and its Subsidiaries taken as a whole.
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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
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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
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
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
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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
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
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
Material Adverse Effect. A Shall mean a material adverse effect on (a) the business, assets, operations, prospects operations 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, Note or the other Transaction Documents or any related document, instrument or agreement Documents. View More
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Material Adverse Effect. Any event that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have 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
Material Adverse Effect. Any event or occurrence that (i) could is reasonably likely to be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby hereby, in each case, on a timely basis; or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business business, assets, liabilities (contingent or otherwise) or properties of the Company and its ... class="diff-color-red">subsidiaries, Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business View More
Material Adverse Effect. Any event A circumstance that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have 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
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Material Adverse Effect. Means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document.
Material Adverse Effect. Means (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any other Transaction Document, (ii) a material adverse effect on the results of operations, assets, business business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, Subsidiaries, individually or taken as a whole whole, or (iii) a material adverse effect on the Company's or any Subsidiary's ability to perform in any material respect on a timely basis its... obligations under any Transaction Document. View More
Material Adverse Effect. Means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, Incorporated Document or the Agreement, (ii) a material adverse effect on the results of operations, assets, business business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any ... class="diff-color-red">Transaction Document. Incorporated Document or the Agreement. View More
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Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition 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, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the Common Stock alone constitute a "Material... Adverse Effect". View More
Material Adverse Effect. Means a material adverse effect on (i) (a) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, (ii) (b) the legality or enforceability of any of the Transaction Documents or (iii) (c) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(i) 6.1(h) of this Agreement, in no event shall a change in the market price of the Common Stock alone... constitute a "Material Adverse Effect". Effect." View More
Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents this Agreement or (iii) the ability of the Company to perform its obligations under the Transaction Documents, this Agreement, except that for purposes of Section 6.1(i) 6.1(h) of this Agreement, in no event shall a change in the market price of the Class A Common Stock alone constitute a "Material Adverse Effect". View More
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Material Adverse Effect. A material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company
Material Adverse Effect. A Means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company and the Subsidiaries, taken as a whole.
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