Material Adverse Effect

Material Adverse Effect. Means a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries (including Engle) following the Merger, taken as a whole.

Material Adverse Effect. Shall mean a material adverse change in the assets, liabilities (contingent or other), affairs, operations or financial condition of the Company.

Material Adverse Effect. Means any change to or effect on the business, operations, affairs, financial condition, assets or properties of Borrower and its Subsidiaries taken as a whole, other than as a result of the sole acts or omissions of Lender, including a default by Lender of any of its obligations under the Participation Agreement or this Note, that is Materially adverse to the ability of the Borrower to substantially... perform its obligations under the Participation Agreement or this Note and will likely result in an Event of Default in the near term; provided, however, in no event shall cost overruns from the Project constitute a Material Adverse Effect. View More

Material Adverse Effect. A material adverse effect on the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuer and its subsidiaries taken as a whole (a "Material Adverse Effect").

Material Adverse Effect. Shall mean any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition, results of operations or capitalization of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following shall constitute a "Material Adverse Effect": any change, event or effect primarily resulting from or attributable to (i) changes in general industry or worldwide economic conditions that affect the Company (or the... markets in which the Company competes) in a manner not disproportionate to the manner in which such conditions affect other companies in the industries or markets in which Company competes; (ii) changes in GAAP; (iii) any change in the market price or trading volume of the Common Stock after the date of this Agreement; (iv) any adverse circumstance, change or effect (including any termination or breach of employment, supplier, distributor, partner or similar relationships) resulting directly or indirectly from the announcement, pendency, execution, amendment, performance or any action rightfully taken in connection of the Asset Purchase Agreement; (v) any adverse circumstance, change or effect resulting directly from the taking of any action by the Company which the Asset Purchase Agreement requires the Company to take; (vi) any adverse circumstance, change or effect resulting directly or indirectly from the Company not receiving $2 million in proceeds from the Lender at the Second Closing; or (vii) any delisting of the Common Stock from the Nasdaq Stock Market. View More

Material Adverse Effect. Means a material and adverse effect on (i) the consolidated business, operations, properties, financial condition, current prospects 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 or the other Transaction Documents (as defined below).

Material Adverse Effect. Means (i) a material adverse effect upon the ----------------------- business, operations, properties, assets, business prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; provided however, a downgrade by S&P and/or Moody's of their respective rating of the Company's Index Debt shall not, in and of itself, be deemed to be a Material Adverse Effect, but for purposes of clarity in interpreting the... foregoing, it is agreed that the event, change, circumstance or condition that causes such downgrade (or an announcement of a potential downgrade or a review for possible ratings change) of the Company's Index Debt rating, and the effect or change caused by such downgrade (or an announcement of a potential downgrade or a review for possible ratings change) of the Company's Index Debt rating, will be considered in whether there has been a Material Adverse Effect; provided further the fact that the Company is unable to issue Indebtedness in the commercial paper market due to market conditions generally affecting the commercial paper market shall not, in and of itself, be deemed to be a Material Adverse Effect; or (ii) a material impairment of the ability of the Company to perform the Obligations or of the Lenders to enforce the Obligations. View More

Material Adverse Effect. Any effect that is materially adverse to the properties, business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole.

Material Adverse Effect. Shall mean a material adverse effect on: (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to repay the Indebtedness under this Debenture or any of the other Transaction Documents.

Material Adverse Effect. Means a material adverse effect upon the assets, liabilities, operations, condition (financial or otherwise), results of 2 3 operations, business, properties, suppliers, employees or customer relations of the Business, taken as a whole.