Material Adverse Effect

Material Adverse Effect. Means a material adverse effect on (i) the Company's condition (financial or otherwise), operations, business, assets, rights, liabilities, obligations, or prospects, or (ii) the Company's or any Stockholders' right, power, authority, or ability to consummate the Merger or the other transactions contemplated by this Agreement.

Material Adverse Effect. A material adverse effect on (a) the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of the Company Group, taken as a whole, or (b) the ability of the Shareholder or the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby, other than any change or effect that results from or relates to: (x) the announcement by the Shareholder of its intention to sell any member of the Company Group, including... any announcement related to the execution and delivery of this Agreement, (y) the consummation of the transactions contemplated by this Agreement, or (z) changes in (i) financial, securities or other market conditions affecting the industries in which any member of the Company Group operates, and (ii) applicable law or regulations or accounting standards, principles or interpretations. View More

Material Adverse Effect. Shall mean: (a) a material adverse effect upon the business, operations, properties, prospects, assets or condition (financial or otherwise) of Borrower taken as a whole as a result of the occurrence or existence of any single event or condition or series of events or conditions in the aggregate or (b) the impairment of the ability of Borrower to fulfill and satisfy its material obligations under the Agreement or any Loan Document to which it is a party or of Lender to enforce its rights under... the Agreement or any Loan Document or collect any of the Obligations. View More

Material Adverse Effect. Means a material adverse effect on the business, assets, operations or condition, financial or otherwise, of either Borrower, the legality, validity or enforceability of any Loan Document, the ability of either Borrower to perform any of its material obligations under any Loan Document or the material rights of or benefits available to the Lender under any Loan Document.

Material Adverse Effect. Means (a) a material adverse effect upon the business, assets, liabilities (actual or contingent), condition (financial or otherwise), prospects or results of operations of (i) the Company or (ii) the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company or any Guarantor to perform its obligations under the Indenture or any Security Document to which it is a party; or (c) a material adverse effect upon the legality validity, binding effect or... enforceability against the Company or any Guarantor of the Indenture or any Security Document to which it is a party. View More

Material Adverse Effect. Means a material adverse effect on the business, financial condition and results of operations of the Debtor and its subsidiaries taken as a whole, or changes, events or conditions that could reasonably be expected to have a material adverse effect, but expressly excluding any adverse change, event development or effect arising from or relating to (a) general business or economic conditions, (b) changes in law, rules, regulations, orders or other... binding directives issued by any governmental entity and (c) the taking of any action contemplated by this Agreement or any other agreements contemplated hereby. View More

Material Adverse Effect. Means any fact, event or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with such event or condition (i) has or is reasonably expected to have a material adverse effect on the business, operations, condition (financial or otherwise), assets, liabilities, prospects, or properties of Purchaser; (ii) has or is reasonably expected to have any material adverse effect on the validity or enforceability of this Agreement; (iii) materially... impairs or is reasonably expected to materially impair the ability of Purchaser to perform under this Agreement; (iv) materially impairs or is reasonably expected to materially impair the ability of Lender to enforce its rights and remedies under this Agreement; or (v) has or is reasonably expected to have any material adverse effect on Lender's Collateral. View More

Material Adverse Effect. A material adverse effect upon the business, operations or condition (financial or otherwise) of the Company, or a material adverse effect that otherwise renders the Company unable to perform its ongoing obligations.

Material Adverse Effect. Shall mean a material adverse effect on the business, property, assets, prospects, operations or condition, financial or otherwise, of a Person. 5

Material Adverse Effect. Means any change or effect that (a) does or is reasonably likely to materially adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Agreements or to consummate the transactions contemplated hereby or thereby, or (b) does or is reasonably likely to materially adversely affect the business, assets (including intangible assets), liabilities, prospects, financial condition or results of operations of the Company.