Material Adverse Effect

Material Adverse Effect. A material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) of Maker; (b) the validity or enforceability of the Note; or (c) the rights or remedies of the Noteholder.

Material Adverse Effect. Means any change, circumstance, development, occurrence, event or effect (each, a "Company Effect") that, when considered either individually or together with all other Company Effects, is or would reasonably be expected to be materially adverse to (a) the business, properties, assets, Liabilities, consolidated results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (b) the ability of the Company to consummate the transactions contemplated hereby... and by the Registration Rights Agreement; provided that any such Company Effect resulting or arising from any of the following matters shall not be considered when determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (a) any change, circumstance, development, occurrence, event or effect generally affecting the businesses or industries in which the Company and its Subsidiaries operate; (b) any conditions affecting the United States general economy or the general economy in any geographic area in which the Company or its Subsidiaries operate or developments or changes therein or generally the financial and securities markets and credit markets in the United States; (c) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (d) any conditions after the date hereof resulting from natural disasters; (e) changes after the date hereof in any Laws or GAAP; 3 (f) any action taken or omitted to be taken by or at the written request or with the written consent of the Investor; (g) any announcement of this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (h) changes after the date hereof in the market price or trading volume of Common Stock or any other equity, equity-related or debt securities of the Company or its Affiliates (it being understood that the underlying circumstances, events or reasons giving rise to any such change can be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); (i) the fact that the Company has failed to meet any internal or public projections, forecasts, estimates or guidance for any period (it being understood that the underlying circumstances, events or reasons giving rise to any such failure can be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); or (j) any Company Effect arising out of or resulting from any legal claims or other Proceedings made by any of the Company's stockholders (on their own behalf or on behalf of the Company) arising out of or related to this Agreement; provided, however, that Company Effects set forth in clauses (i), (ii), (iii), (iv) and (v) above may be taken into account in determining whether there has been or is a Material Adverse Effect if and only to the extent such Company Effects have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the same businesses and industries in the United States. View More

Material Adverse Effect. The meanings set forth in the Purchase Agreement.

Material Adverse Effect. Means any material adverse effect, individually or taken as a whole, on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries taken as a whole, or on the transactions contemplated hereby or in the Transaction Documents (as defined in the Securities Purchase Agreement) or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to... perform its obligations under this Agreement or the Transaction Documents (as defined in the Securities Purchase Agreement). View More

Material Adverse Effect. Means a material adverse effect on the business, condition (financial or otherwise) or results of operations of T-C Life, or the legality, validity or enforceability of this Agreement or the Notes

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, business or assets 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.

Material Adverse Effect. Means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower's ability to perform any of its material... obligations hereunder or under the Pledge Agreement View More

Material Adverse Effect. On or with respect to an entity (or group of entities taken as a whole) means any state of facts, event, change or effect that has had, or that would reasonably be expected to have, a material adverse effect on the business, properties, results of operations or financial condition of such entity (or of such group of entities taken as a whole).

Material Adverse Effect. Means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of the Obligor; (b) a material impairment of the ability of Obligor to perform its obligations under this Note; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Obligor of the Note.

Material Adverse Effect. A material adverse effect (a) on the financial condition, results of operations or business of the Borrower; (b) on the rights, benefits or remedies (taken as a whole) of Noteholder under the Loan Documents; or (c) on the Borrower's ability to perform its obligations under this Note or any other Loan Document.