Material Adverse Effect

Material Adverse Effect. Means any change, event, circumstance, development, condition, occurrence, state of facts or effect that, individually or in the aggregate with any other change, event, circumstance, development, condition, occurrence, state of facts or effect, has or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, properties, assets (including intangible assets), liabilities (actual or contingent), stockholders' equity or results of... operations of the Company and its subsidiaries, taken as a whole as currently conducted or as currently proposed to be conducted, (b) the legality or enforceability of any of the Transaction Documents or (c) the ability of the Company to comply, including preventing or materially impairing the Company from complying, with its obligations under this Agreement, the other Transaction Agreements, or with respect to the Closing, or would reasonably be expected to do so. View More

Material Adverse Effect. Means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. Means a material adverse effect on (i) the business, assets, operations or condition, financial or otherwise, of the Company and the Subsidiaries taken as a whole, (ii) the ability of an Obligor to perform any of its Obligations or (iii) the rights of or benefits available to the Investor under any Transaction Document.

Material Adverse Effect. Means a material adverse effect on (a) the assets, liabilities, results of operations, financial condition or business of the Company and its Subsidiaries taken as a whole, (b) the legality or enforceability of any of this Agreement or (c) the ability of the Company to perform its obligations under this Agreement; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, or be taken into account in... determining whether a Material Adverse Effect has occurred: (i) any change in the Company's stock price or trading volume, or (ii) any effect caused by the announcement or pendency of the transactions contemplated by this Agreement or the VOWST Acquisition Agreement, or the identity of the Investor or any of its Affiliates as the purchaser or acquirer, as applicable, in connection with the transactions contemplated by this Agreement or the VOWST Acquisition Agreement. View More

Material Adverse Effect. Means (a) a material adverse change in, or a material adverse effect on, the operations, business, properties, performance, credit standing, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower or any of its Subsidiaries; or (b) a material adverse effect on (i) the ability of the Borrower to perform the Obligations, (ii) the legality, validity, binding effect or enforceability against the Borrower of any Obligation or (iii) the rights, remedies and... benefits available to, or conferred upon, the Lender under any Loan Document. View More

Material Adverse Effect. Means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the ability to consummate the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith, provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or... attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) any action required or permitted by this Agreement; (vi) any changes in applicable laws or accounting policies; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement by the agreements or instruments to be entered into in connection herewith. View More

Material Adverse Effect. Means any change, event, occurrence, effect or condition that (a) could reasonably be expected to prevent or materially impair or delay the performance by any Loan Party of any of its material obligations under this Note or (b) could reasonably be expected to have a materially adverse effect on (i) the legality, validity, binding effect or enforceability against any Loan Party of this Note or any other Loan Document to which it is a party, or (ii) the business, assets, liabilities or the... financial condition of the Loan Parties and their Subsidiaries, taken as a whole. View More

Material Adverse Effect. Means any event, change, circumstance, effect or other matter that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effect on the Business, Acquired Assets, Liabilities, Real Property, condition (financial or otherwise), operating results, or operations of the Business except that a Material Adverse Effect shall not be... deemed to have incurred if it was caused by an event or events which impact other industry participants who engage in activities sustainably similar to the Business in a proportionate manner. View More

Material Adverse Effect. Means a circumstance that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby, (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and the Subsidiaries taken as a whole, or (iii) the delisting or suspension of the Company's Common Stock from Nasdaq.

Material Adverse Effect. Means any event or series of events that, individually or in the aggregate, results in (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of Borrower or any Subsidiary of Borrower (including without limitation the withdrawal by applicable authorities of a business license of Borrower or any Subsidiary which business license would be necessary to conduct their businesses as currently... conducted or as contemplated to be conducted), (ii) a material adverse change in, or a material adverse effect upon, Borrower's or any Subsidiary's prospects with respect to product licensees (in the aggregate), (iii) a material impairment of the ability of Borrower to perform under this Note or any other note or agreement to which Borrower or any Subsidiary is a party, or (iv) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of this Note or any other note or agreement to which Borrower or any Subsidiary is a party, in each case other than (a) reductions of cash balances to fund operations in the ordinary course of business consistent with past practice (b) any effect arising from this Note or the enforcement of either party's rights hereunder (without limiting the effects of Section 6(b) or (c)) or (c) any economic, political or industry condition or effect that affects the economy in general or affects Borrower's or any Subsidiary's industry on an industry-wide basis, and not specifically relating to Borrower or any Subsidiary. View More