Material Adverse Effect

Material Adverse Effect. A material adverse effect on the condition (financial or otherwise), earnings, business, liabilities or assets of the Parent or any of 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 pay or perform the Obligations in accordance with the terms of this Note.

Material Adverse Effect. Any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Parent, ICA-T and/or any of the Subsidiaries, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the ICA-T, the Parent... and/or any of the Subsidiaries to perform any of the obligations under any of the Transaction Documents View More

Material Adverse Effect. Means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(j) of this Agreement, in no event shall a change in the market price of the Common Stock alone constitute a "Material... Adverse Effect"; provided that the foregoing exception shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether a Material Adverse Effect has occurred. View More

Material Adverse Effect. When used in connection with an entity, means any change (including a decision to implement such a change made by the entity's board of directors or by its senior management who believe that confirmation of the decision by the board of directors is probable), event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition or results of operations of such entity or... subsidiaries taken as a whole View More

Material Adverse Effect. Means a material adverse effect on (i) the assets, results of operations, financial condition or business of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents; provided that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (a) effects caused by changes or circumstances affecting 2 general market conditions in the U.S. economy or which are generally... applicable to the industry in which the Company operates; (b) effects resulting from or relating to the announcement or disclosure of the sale of the Shares or other transactions contemplated by this Agreement; or (c) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement. View More

Material Adverse Effect. With respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

Material Adverse Effect. The effect of any event or condition which, alone or when taken together with other events or conditions occurring or existing concurrently therewith, (i) has a material adverse effect upon the business, operations, Properties or condition (financial or otherwise) of the Pledgor; (ii) has or may be reasonably expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or the Convertible Promissory Note; (iii) has any material adverse effect upon... the value of the whole or any material part of the Collateral, the Lien under this Agreement or the priority of any such Liens; (iv) materially impairs the ability of the Pledgor to perform its Convertible Promissory Note under this Agreement or the Convertible Promissory Note, including repayment of any of the Convertible Promissory Note when due; or (v) materially impairs the ability of the Secured Party to enforce or collect the Convertible Promissory Note or realize upon the Collateral in accordance with the this Agreement, the Convertible Promissory Note and Applicable Law View More

Material Adverse Effect. (a) a material adverse change in, or material adverse effect upon, the financial condition of the Company and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended), taken as a whole or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against Company of this Agreement or any other document or agreement entered in connection with this Agreement to which it is party

Material Adverse Effect. A material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower; (b) the validity or enforceability of the Note or Security Agreement; (c) the perfection or priority of any Lien purported to be created under the Security Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Security Agreement; or (e) the Borrower's ability to perform any of its material... payment obligations hereunder or under the Security Agreement View More