Material Adverse Effect

Material Adverse Effect. Shall mean any material adverse change in, or material adverse effect on, the business, assets, results of operations, value, financial or other condition of the Company and its Subsidiaries taken as a whole, or any event or circumstance that could reasonably be expected to have any such effect or that could reasonably be expected to prevent, hinder or delay the consummation of any of the transactions contemplated by this Agreement or any of the other documents, instruments or agreements... contemplated hereby. View More

Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the Common Stock alone constitute a "Material... Adverse Effect". View More

Material Adverse Effect. Means any material adverse effect on the operations, results of operations, properties, assets or condition (financial or otherwise) of the Company or the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

Material Adverse Effect. Any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change... that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination. View More

Material Adverse Effect. Includes any material adverse effect on (i) the legality, validity or enforceability of any Transaction Document, (ii) the results of operations, assets, business, prospects or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document

Material Adverse Effect. A material adverse effect on (a) the ability of the Guarantor to perform in all material respects its obligations under this Guaranty, including, but not limited to, a material adverse effect on the property, business, operations or financial condition of the Guarantor, (b) the validity or enforceability in all material respects of this Guaranty, (c) the rights and remedies of the Buyer under this Guaranty, or (d) the timely payment of the Guaranteed Obligations or all other amounts payable in... connection herewith or therewith. Each of (a), (b) and (c) in the foregoing sentence shall be determined by Buyer in its sole reasonable discretion. View More

Material Adverse Effect. Any change, event or occurrence which, individually or in the aggregate, has had, or is reasonably expected to have, a material adverse effect on, or a material adverse change in, (i) the business, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement, in each case other than any change, event or occurrence (a) resulting from conditions in the United... States or foreign economies or securities or financial markets in general, including, without limitation, debt markets, (b) resulting from any change in the Company's stock price or the Company's failure to meet revenue or earnings projections in and of itself (provided that the underlying causes of such changes or failures shall not be excluded), (c) resulting from conditions in the telecommunications industry in general, except to the extent that the Company is disproportionately affected thereby, (d) resulting from the public announcement of the transactions contemplated by this Agreement (e) arising out of or resulting from actions of the Investors in connection with this Agreement, (f) arising out of or resulting from acts or war, terrorism or military actions, or the escalation thereof, or (g) arising out of or resulting from any changes in generally accepted accounting principles or laws or regulations applicable to the Company View More

Material Adverse Effect. An event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Borrowers on a consolidated basis; (ii) would materially impair the ability of the Borrowers or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the... Transaction Documents or the perfection or priority of any Lien granted to the Investors (or any Collateral Agent) under any of the Collateral Documents. View More

Material Adverse Effect. Any material adverse effect on (i) the businesses, properties, assets, prospects, operations, results of operations or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Securities; in this regard, any the following shall be deemed either alone or in combination to constitute, and any of the following shall... be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to an applicable Law; or (d) any adverse effect resulting from or arising out of any pandemic or similar emergency, transportation disruption, strike or labor disruption, natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof. View More

Material Adverse Effect. A material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company