Material Adverse Effect

Material Adverse Effect. Any change, event, condition, effect, development, state of facts, circumstance or occurrence (each, an 'Effect') that, individually or when taken together with all other Effects, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or other), assets, properties, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or delay, interfere with, hinder... or impair the Company's ability to timely perform its obligations under, or timely consummate any of the transactions contemplated by, this Agreement (including the issuance and sale of the Shares), in accordance with the terms of this Agreement; provided, that for purposes of clause (a) hereof, the following Effects shall not constitute a 'Material Adverse Effect': (i) changes occurring after the date hereof in conditions in the United States of America or global economy or capital or financial markets generally, including changes in interest or exchange rates, (ii) changes occurring after the date hereof in law (or the interpretation thereof) or changes to GAAP occurring after the date hereof that, in each case, generally affect the technology or telecommunications industries, (iii) acts of war, sabotage or terrorism occurring after the date hereof, or any escalation or worsening of any such acts of war, sabotage or terrorism, or (iv) earthquakes, hurricanes, floods or other natural disasters (including the COVID-19 pandemic) occurring after the date hereof, provided, however, that any Effect referred to in clauses (i)-(iv) above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur only if such Effect has had or would reasonably be expected to have a disproportionate effect on the Company and its subsidiaries, taken as a whole, compared to other companies in the general industries in which the Company and its subsidiaries operate View More

Material Adverse Effect. On any Person means a material adverse effect on the operations, properties, business or condition (financial or otherwise) of such Person.

Material Adverse Effect. With respect to any Person and to any event or circumstance, a material adverse effect on (i) the business, financial condition, operations or properties of such Person, (ii) the validity or enforceability against such Person of any Transaction Document or (iii) the ability of such Person to perform its obligations under any Transaction Document to which it is a party

Material Adverse Effect. (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement, the Prospectus or the Incorporated Documents, or (iii) a material adverse effect on the Company's ability to perform in any... material respect on a timely basis its obligations under this Agreement View More

Material Adverse Effect. Means a material adverse effect on (a) the ability of the Company to fulfill its obligations to be performed under this Warrant or (b) the business, operations or financial condition of the Company and its subsidiaries taken as a whole.

Material Adverse Effect. When used in connection with an entity means any change, event, circumstance, condition or effect that is or is reasonably likely to be, individually or in the aggregate, materially adverse to: (i) the condition (financial or otherwise), capitalization, properties, prospects, products, assets (including intangible assets), Intellectual Property, liabilities, business, operations or results of operations of such entity and its subsidiaries, taken as a whole, or (ii) such entity's ability to... consummate the Stock Purchase or to perform its obligations under this Agreement View More

Material Adverse Effect. Any change, development, circumstance, effect, event or fact (each, an 'Event' and collectively, the 'Events') that, individually or in the aggregate, (i) has or would reasonably be expected to have, a material adverse effect upon the condition (financial or otherwise) of the assets, liabilities or results of operations of the Business, or (ii) prevents, materially impedes or materially delays the consummation of the Transactions contemplated by this Agreement provided, however, that any Event... arising from or relating to the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (i) general industry or economic conditions, provided that such conditions have not had a disproportionate impact on the Business relative to other companies operating in the same industry; (ii) the announcement or pendency of the Transactions; or (iii) compliance by the Seller with the terms of, or the taking of any action contemplated or permitted by, this Agreement. None of the above shall be applicable if such Material Adverse Effect shall have been caused, directly or indirectly, through or by any act or omission of Buyer LLC View More

Material Adverse Effect. Means any events, changes or developments that, individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole and including the combined enterprise after giving effect to the Acquisition, or materially and adversely affect or delay the consummation of the Transactions, other than any event, change or development resulting from or arising out of the following: (a) events,... changes or developments generally affecting the economy, the financial or securities markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (b) events, changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (c) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other law of or by any national, regional, state or local Governmental Entity, or market administrator, (d) any changes in GAAP or accounting standards or interpretations thereof, (e) epidemics, pandemics, earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism or cyberattacks (only to the extent such cyberattacks have also impacted similarly situated companies in the industries in which the Company and its Subsidiaries operate), (f) the announcement or the existence of, compliance with or performance under, the Transactions (including the contents of the press releases to be issued by the Company publicly announcing the execution of this Agreement and any other events to be announced contemporaneously therewith), (g) any taking of any action at the request of any Investor, (h) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (h) shall not prevent or otherwise affect a determination that any event, change, effect or development underlying such failure has resulted in a Material Adverse Effect so long as it is not otherwise excluded by this definition) or (i) any changes in the share price or trading volume of the Common Stock or in the Company's credit rating (provided that the exception in this clause (i) shall not prevent or otherwise affect a determination that any event, change, effect or development underlying such change has resulted in a Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (a) through (d), to the extent that such event, change or development materially and disproportionately affects the Company and its Subsidiaries, taken as a whole and including the combined enterprise after giving effect to the Acquisition, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate. View More

Material Adverse Effect. Any material adverse effect on any of: (i) the business, properties, assets, operations, results of operations or financial condition of the Company, if any, taken as a whole, or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents.

Material Adverse Effect. Means any event, circumstance, change, development, effect or occurrence (collectively Effect) that, individually or in the aggregate with all other Effects, (a) has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the Company or (b) would prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the... Separation and Distribution; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any law (including any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar law promulgated by any Governmental Entity in connection with or in response to the COVID 19 pandemic) or accounting principles; (ii) events or conditions generally affecting the industries or geographies in which the Company operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, cyberattack, epidemics, pandemics or disease outbreaks (including the COVID 19 pandemic), or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; or (vi) any failure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (vi) shall not prevent a determination that any Effect underlying such failure has resulted in a Material Adverse Effect, except in the cases of clauses (i) through (v), to the extent that the Company is disproportionately affected thereby as compared with other participants in the industries or geographies in which the Company operates View More