Material Adverse Effect Definition Example with 5 Variations
This page contains an example definition of Material Adverse Effect, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
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
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, 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 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 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
Material Adverse Effect. 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 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 Notes, 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, 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 Noteholder in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company Issuer with the prior written consent of Purchasers, Noteholder, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes. Notes View More
Material Adverse Effect. 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 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, Senior Notes, 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 Borrower, Bank or Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of Company Borrower, Bank or Purchasers, including expenses incurred by Company Borrower, Bank or Purchasers 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, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Senior Notes. View More
