Material Adverse Effect

Material Adverse Effect. Material Adverse Effect: an event, occurrence, violation, inaccuracy, circumstance or other matter will be deemed to have a "Material Adverse Effect" on the entity or an entity subsidiaries if such event, occurrence, violation, inaccuracy, circumstance or other matter (considered alone or together with any other matter or matters) had or could reasonably be expected to have a material adverse effect on (i) the business, condition... (financial or otherwise), capitalization, assets, liabilities, operations, revenues, results of operations, cash flows, financial performance or prospects of the entity or any entity subsidiary, or (ii) the ability of an entity to consummate the Merger or any of the other transactions contemplated by the Merger Agreement or to perform any of its obligations under the Merger Agreement; provided, however, that in determining whether there has been a Material Adverse Effect, (a) any adverse effects directly resulting from or directly attributable to general economic conditions or general conditions in the industry in which the entity and entity subsidiaries do business which conditions do not affect the entity and any entity subsidiaries in a materially disproportionate manner; (b) any change in the market price or trading volume of the Company's stock after the date hereof; (c) any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (d) with respect to the Company only, the taking of any action by the Parent or any of the Parent's Subsidiaries, or the taking of any action approved or consented to by the Parent or Purchaser, or (e) such facts, as to which the executive officers of NCO have actual knowledge as of the date of this Amendment, shall be disregarded. View More

Material Adverse Effect. Shall mean any change or effect that, individually or in the aggregate with all other such changes or effects, would have a material adverse effect on the business, assets, results or operations, or financial condition of such party and its subsidiaries taken as a whole or materially impair the ability of such party to perform its obligations under this Agreement.

Material Adverse Effect. Means any change, effect or circumstance or development that, individually or in the aggregate with any other change, effect, circumstance or development, is materially adverse to the business, assets, liabilities or condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that no change, effect or circumstance will be deemed (either alone or in combination) to ... constitute, nor will be taken into account in determining whether there has been or may be, a Material Adverse Effect to the extent that it arises out of or relates to: (a) a general deterioration in the United States economy or in the industries in which the Company operates, other than such deterioration due to any change in any law or regulation; (b) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other material national international calamity or crisis, such as an act of terrorism, involving the United States; or (c) compliance with the terms of, or the taking of any action required by, this Agreement. View More

Material Adverse Effect. Shall refer to any material adverse effect on the condition (financial or otherwise), prospects, business, properties, net worth, or results of operations of the Company on a consolidated basis.

Material Adverse Effect. Shall have the meaning ascribed to such term in the Purchase Agreement.

Material Adverse Effect. Means any event, change or occurrence which, individually or together with any other event, change, or occurrence, insofar as can reasonably be foreseen, could result in a material adverse effect on ETI, Newco or UC Hub, as the case may be, or material adverse change in the business, properties, assets, financial condition, 2 results of operations, management or future prospects of ETI, Newco... or UC Hub, as the case may be, since December 31, 2002. View More

Material Adverse Effect. Shall mean, when used in connection with Pledgor, any development, change or effect that is materially adverse to the business, properties (including, without limitation, the Collateral), assets, net worth, financial condition, results of operations or future prospects (including, without limitation, future equity value) of Pledgor and its subsidiaries taken as a whole;

Material Adverse Effect. Means any change, effect, event, occurrence or state of facts that is or could reasonably be expected to be materially adverse to the Party or to the properties (including intangible assets), financial condition or results of operations of the Party or on the ability of the Party to consummate the transactions contemplated by, or to perform its obligations under, this Agreement. For purposes of this Agreement, the term "Material Adverse Effect" shall include any change, effect, event, ... 3 occurrence or state of facts that would or could reasonably be expected to result in a change of $50,000 or more in the value of the Party or in the annual operating income of the Party before interest, taxes and amortization. View More

Material Adverse Effect. Means (a) a material adverse effect on the business, operations or financial condition of the Company or (b) a material adverse effect on the ability of Parent and/or the Seller to consummate the transactions contemplated hereby. 4

Material Adverse Effect. Or "MATERIAL ADVERSE CHANGE" means any change, effect, event, occurrence, fact or condition that is, or is reasonably likely to be, materially adverse to the business, financial condition, assets, results of operations, or prospects of the Companies, in the aggregate, or the value of the Shares or the Businesses.