Material Adverse Effect

Material Adverse Effect. Any event, occurrence, condition or change that has had a material adverse effect on (a) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiary taken as a whole, (b) the legality or enforceability of any of the Transaction Agreements or (c) the ability of the Company to perform its obligations under the Transaction Agreements, provided, in no event, shall a change in the market price of the Common Stock alone constitute a "Material... Adverse Effect," provided that the underlying cause of such change in stock price may be considered in determining whether there was a "Material Adverse Effect"; and provided, further, that the effects of conditions or events that are generally applicable to the capital, financial, banking or currency markets and the biotechnology industry shall not, standing alone, constitute a "Material Adverse Effect," solely to the extent that such change does not have a material and disproportionate adverse impact on the Company, taken as a whole, as compared to other industry participants View More

Material Adverse Effect. Any event or series of events that, in the reasonable judgment of the Lender, has had, or is reasonably likely to have, a material adverse effect on (i) the business, assets, condition, financial or otherwise, or prospects or financial condition of Debtor or any of its Subsidiaries, or (ii) the ability of Debtor to perform its obligations under the Loan Documents

Material Adverse Effect. Means a material adverse effect on the (i) validity or enforceability of or the Company's ability to perform in any material respect its obligations under this Agreement or (ii) earnings, results of operations, assets, properties, prospects, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or... circumstances affecting general market conditions in the U.S. or applicable foreign economy or effects generally applicable to the industry in which the Company operates, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement, (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement, (iv) changes in the trading price or trading volume of the Company's Common Stock (but not the underlying causes thereof), (v) the filing of any stockholder or derivative litigation arising from or relating to the execution of this Agreement or the consummation of the transactions contemplated hereby, or (vi) effects caused by earthquakes, global pandemics, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such global pandemics, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, except, with respect to clauses (i) and (vi), to the extent that the effects of such changes or events are disproportionately adverse to the earnings, results of operations, assets, properties, prospects, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. View More

Material Adverse Effect. Means, other than (x) as a result of events related to or leading up to and following the filing of the Chapter 11 Cases including the events and circumstances surrounding the COVID-19 pandemic, (which, as of the Petition Date, is ongoing) and its related economic impact), or that occur as a result of implementation of the Plan of Reorganization, and any defaults under agreements that have no effect under the terms of the Bankruptcy Code as a result of the filing of the Chapter 11 Cases, and... (y) the filing of the Chapter 11 Cases, any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact, or the worsening of any of the foregoing (each, an "Event"), that, individually or together with all other Events, has had or would reasonably be expected to have, a material adverse effect on either (i) the business, operations, assets, financial condition or results of operations of the Parent Guarantor, the Borrower and their Restricted Subsidiaries, taken as a whole, or (ii) the material rights and remedies available to the Administrative Agent, the Collateral Agent and the Lenders, taken as a whole, in each case, under the Loan Documents or (iii) the ability of the Credit Parties, taken as a whole, to perform their payment obligations to the Lenders, in each case, under the Loan Documents. View More

Material Adverse Effect. Any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company, Member or Buyer, as the case may be, or (b) the ability of any Party to consummate the transactions contemplated hereby on a timely basis

Material Adverse Effect. A material adverse effect on any of the following: (i) the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, (ii) the ability of the Company and its subsidiaries and the Operating Partnership to perform their obligations in all material respects under this Agreement or (iii) the consummation of any of the transactions contemplated by... this Agreement View More

Material Adverse Effect. Means a material adverse effect on (a) the business, financial condition or results of operations, in each case, of Holdings and its Restricted Subsidiaries (taken as a whole), (b) the ability of the Borrowers and the Guarantors (taken as a whole) to perform their material payment obligations under any Loan Document or (c) the material rights and remedies of the Administrative Agent and the Lenders (taken as a whole) under the Loan Documents; provided that for purposes of any determination of a... "Material Adverse Effect" from and after the First Amendment Effective Date until and including December 31, 2020, no effect, change, event or development related to or arising from the Coronavirus Disease 2019 (COVID-19), as defined by the International Committee on Taxonomy of Viruses and the World Health Organization, that occurs prior to or on December 31, 2020 shall constitute a Material Adverse Effect. View More

Material Adverse Effect. A material adverse change or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, financial condition, results of operations, properties or management of the Company and its subsidiaries, taken as a whole.

Material Adverse Effect. A material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder, provided, that notwithstanding anything to the contrary set forth herein, solely for purposes of determinations that are made during the period from the... Closing Date through and including December 31, 2020 of whether a Material Adverse Effect exists, the direct and indirect impacts of the COVID-19 Pandemic on the business, property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole that were disclosed to the Lenders on or prior to the Closing Date shall not be deemed to constitute a Material Adverse Effect. View More

Material Adverse Effect. Means (a) any material adverse effect on the ability of the Company to consummate the issuance of Shares contemplated by this Agreement or (b) any material adverse effect on the financial condition, business or results of operations of the Company; provided that none of the following will constitute a Material Adverse Effect: any event, effect, circumstance, change, occurrence, fact or development resulting from or relating to (i) general business, industry or economic conditions, (ii) local,... regional, national or international political or social conditions, including the engagement (whether new or continuing) by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, any natural or man-made disaster or acts of God, pandemics (including COVID-19), acts of terrorism or sabotage, (iii) changes in financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in GAAP or regulatory accounting requirements or interpretations thereof that apply to the Company (including the proposal or adoption of any new law, statute, code, ordinance, rule or regulation, or any change in the interpretation or enforcement of any existing law, statute, code, ordinance, rule or regulation), (v) changes in laws (including the proposal or adoption of any new law, statute, code, ordinance, rule or regulation, or any change in the interpretation or enforcement of any existing law, statute, code, ordinance, rule or regulation), (vi) the negotiation, execution, or delivery of this Agreement, or the announcement, pendency or consummation of any of the transactions contemplated hereby, including the impact thereof on relationships with third parties (such as (A) any loss of existing employees, consultants or independent contractors, (B) any loss of, or reduction in business by or revenue from, existing customers, or (C) any disruption in or loss of vendors, suppliers, distributors, partners, contractors or similar third parties), (vii) the taking of, or the failure to take, any action expressly required by this Agreement or consented to, in writing by the Required Investors, (viii) any costs or expenses incurred or accrued by the Company in connection with this Agreement or the transactions contemplated hereby, or (ix) any failure by the Company (in the aggregate or otherwise) to meet estimates, expectations, projections or forecasts or revenue or earnings predictions for any period, or any failed clinical trials (provided that the exception set forth in this clause (x) shall not prevent or otherwise affect any determination that the underlying reasons for any such failure constitutes or contributed to a Material Adverse Effect), except to the extent that such event, effect, circumstance, change, occurrence, fact or development arising from or related to the matters in clauses (i), (ii), (iv) and (v) disproportionately affects the Company as compared to other businesses operating in the industries or markets in which the Company operates. View More