Material Adverse Effect

Material Adverse Effect. Means any event or circumstance which, in the Lenders' opinion, is likely to materially and adversely affect the Borrower's ability to perform all or any of its obligations under, or otherwise comply with, the Finance Documents;

Material Adverse Effect. Means any material adverse change in or effect upon (a) the financial condition, assets, liabilities, or operations of (x) the Seller and IGXUK taken as a whole, (y) the IT Solutions Business of the Seller, IGXUK, the Assets and the assets of IGXUK (taken as a whole), or (b) the ability of any of the Seller or Shareholder to execute, deliver and perform this Agreement, provided that none of the following shall be deemed to ... constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse change, event, development, or effect arising from or relating to (i) general business or economic conditions, including such conditions which affect the IT solutions industry generally (provided they do not have a materially disproportionate effect on the Seller and IGXUK, as a whole), (ii) national or international political or social conditions, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in United States generally accepted accounting principles, or (v) changes in law, rules, regulations, orders, or other binding directives issued by any governmental authority (provided they do not have a materially disproportionate effect on the Seller and IGXUK as a whole). View More

Material Adverse Effect. Means, with respect to Grantor, a material adverse effect on the properties, business, prospects, operations or condition (financial or otherwise) of Grantor or the ability of Grantor to perform its obligations under the Loan Documents or any material contracts.

Material Adverse Effect. Means any change or effect that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the Company, taken as a whole, or on the ability of the Company to consummate timely the Transactions to which it is a party.

Material Adverse Effect. Means a change in, or effect on, the operations, affairs, condition (financial or otherwise), results of operations, assets, properties, Liabilities, earnings, prospects, reserves or any other aspect of the Business that results in a material adverse effect on, or a material adverse change in the Assets or the Business.

Material Adverse Effect. Means a material adverse effect on the business, assets, operations or financial or other condition of the Company and the Company Subsidiaries taken as a whole.

Material Adverse Effect. In this Agreement any reference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, change, condition or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), liabilities, business, operations, or results of operations of such entity and its subsidiaries, taken as a whole, provided, however, that (i) conditions, events or circumstances generally adversely affecting the United States economy and... the United States securities markets, (ii) the announcement or pendency of this Agreement or the transactions contemplated hereby, (iii) any litigation or threatened litigation in connection with this Agreement or the transactions contemplated hereby, shall not be taken into account in determining whether there has been or would be a material adverse effect. For purposes of this Section 1, an event, change, condition, or effect shall be deemed to be materially adverse if the dollar value of such event or events (i) in the case of Acquiror, exceeds $4,000,000 in the aggregate and (ii) in the case of Target, exceeds $1,500,000 in the aggregate. View More

Material Adverse Effect. Means any event or events or any change in or effect on the Parties' financial condition, business, operations, assets, properties, or results of operations that, when taken as a whole, (i) has materially interfered or is reasonably likely to materially interfere with the ongoing operations of the Parties' business or (ii) singly or in the aggregate has resulted in, or is reasonably likely to have, a material adverse effect on the ongoing conduct of the business of the Parties; provided,... however, that any adverse effect arising out of or resulting from (x) an event or series of events or circumstances affecting the United States economy generally or the economy generally of any other country in which the Parties operate or (y) the entering into of this Agreement and the consummation of the transactions contemplated thereby, shall be excluded in determining whether a Material Adverse Effect has occurred. View More

Material Adverse Effect. Means (i) any adverse effect on the business, operations, properties, prospects or financial condition of Ortec or its Subsidiaries and which is material to such entity or other entities controlling or controlled by such entity and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of Ortec to perform any of its obligations under this Agreement or any of the Transaction Documents in any material respect.

Material Adverse Effect. Means any change or effect that, when taken individually or together with all other changes or effects, materially adversely affects the business, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole.