Material Adverse Effect

Material Adverse Effect. With respect to any party, any adverse change, event, circumstance, occurrence or effect that, individually or in the aggregate with all other adverse changes, events, circumstances, occurrences and effects, is or could reasonably be expected to (i) be materially adverse to the condition (financial or otherwise), results of operations, assets, liabilities, business or prospects of such party and/or any of its Subsidiaries, taken as a whole, or (ii) otherwise impair the ability of such party to... timely consummate the transactions contemplated by this Agreement and the Transaction Documents; provided, however, that a Material Adverse Effect shall not be deemed to include changes, events, circumstances, occurrences or effects to the extent arising out of, relating to or resulting from (A) changes after the date hereof in applicable GAAP or regulatory accounting requirements, (B) changes after the date hereof in general global, national or regional political conditions or general economic or market conditions (including such changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets) affecting other companies in the industries in which such party and its subsidiaries operate, (C) failure, in and of itself, to meet earnings projections, but not including any underlying causes thereof, (D) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, or (E) actions or omissions taken with the prior written consent of the other party or expressly required by this Agreement; except, with respect to clauses (A), (B) and (D), to the extent that such changes, events, circumstances, occurrences or effects are disproportionately adverse to the condition (financial or otherwise), results of operations, assets, liabilities, business or prospects of such party and its Subsidiaries taken as a whole, as compared to other companies in the industries in which such party and its Subsidiaries operate View More

Material Adverse Effect. Any event, circumstance, development, occurrence, change in or effect that, individually or in the aggregate, is materially adverse to, or would reasonably be expected to have a materially adverse effect on, the business, assets, liabilities, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole

Material Adverse Effect. Any event or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole (other than as a result of the events or conditions leading up to and following commencement of the Bankruptcy Cases and the continuation and prosecution thereof), excluding the effects of events or conditions, either alone or in combination,... resulting from or arising out of (i) any liabilities to be not assumed under the Plan, (ii) changes in general economic, financial or securities markets or geopolitical conditions, (iii) general changes or developments in macroeconomic conditions or the industries and markets in which the Company or its subsidiaries operate, (iv) the entry into this Agreement, the announcement of the Restructuring, the identity of any of the Supporting Noteholders or the consummation of the transactions contemplated by this Agreement, including termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, licensors, licensees, partners or employees of the Company and its subsidiaries, (v) any actions required to be taken or omitted by any Debtor under this Agreement (including any action taken or omitted at the request of the Supporting Noteholders) or any action or omission by any Supporting Noteholder in breach of this Agreement, (vi) changes in (or proposals to change) any applicable laws, rules or regulations or applicable accounting regulations or principles or the enforcement or interpretation thereof, (vii) any outbreak or escalation of hostilities or war or any act of terrorism or natural disaster or act of God and (viii) any failure of the Company and its subsidiaries to meet any budgets, plans, projections or forecasts (internal or otherwise); provided, however, that any event or condition referred to in clauses (ii), (iii) or (vii) shall not be excluded pursuant to such clauses to the extent (and only to the extent) it disproportionately adversely affects the Company and its subsidiaries, taken as a whole, relative to other similarly situated companies in the industries and countries and regions in which the Company and its subsidiaries operate View More

Material Adverse Effect. Shall mean any material adverse effect on the business, properties, assets, operations, results of operations, or condition (financial or otherwise) of the Issuer and its Subsidiaries, taken as a whole, or on the transactions contemplated by this Agreement or by the agreements and instruments to be entered into in connection with this Agreement (collectively, "Transaction Documents"), or the ability of the Issuer to perform its obligations under this Agreement, the Registration Rights Agreement... or the Shareholders' Rights Agreement. View More

Material Adverse Effect. A material adverse effect on (a) the business, operations, prospects, assets or condition (financial or otherwise) of FivePrime, or (b) the ability of FivePrime to perform in any material respect on a timely basis its obligations pursuant to the transactions contemplated by this Agreement

Material Adverse Effect. Means a material adverse effect on the assets, business, financial condition or results of operations of the Company other than any effect relating to the Transactions.

Material Adverse Effect. Any change resulting in a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of Borrower, (b) the business, operations, property, condition (financial or otherwise) or prospects of Vertex and its Subsidiaries taken as a whole, (c) the validity or enforceability of this Note or any of the other Loan Documents or the rights and remedies of Lender hereunder or thereunder, or (d) the ability of Borrower to perform its obligations under... the Loan Documents. View More

Material Adverse Effect. Means any change, event or occurrence that individually or in the aggregate (taking into account all other such changes, events or occurrences) has had, or would be reasonably likely to have, a material adverse change in or material adverse effect on the properties and assets or business of a Party, in each case taken as a whole, but excluding (a) any change or effect to the extent that it results from or arises out of (i) the execution and delivery of this Agreement or the announcement thereof... or consummation of the transactions contemplated hereby; or (ii) changes in (or proposals to change) Applicable Law, generally accepted accounting principles or other accounting regulations or principles; or (iv) acts of God, including hurricanes, storms and other natural disasters; (b) any change or effect generally applicable to (i) the oil and gas industry or (ii) economic or political conditions or the securities or financial markets in any country or region; or (c) any outbreak or escalation of hostilities or war or any act of terrorism. View More

Material Adverse Effect. A material adverse effect (i) on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or on the authority or ability of the Company to perform its obligations under the Transaction Documents; provided, however, that for purposes of this Agreement, "Material Adverse Effect" shall not include any effect attributable solely to the changes in the trading price of the Common Stock, or (ii) on the... Investor's rights as a holder of the Preferred Stock or under the Warrants. View More

Material Adverse Effect. A material adverse effect on (a) the business, prospects, condition (financial or otherwise), affairs, properties, assets or liabilities of (i) the Company alone or (ii) the Company and its Subsidiaries, taken as a whole, (b) the ability of the Company to perform its obligations under this Note or any of the other Loan Documents