Material Adverse Effect

Material Adverse Effect. Means any effect or change that would be materially adverse to the business of the applicable Party and its Subsidiaries, taken as a whole, or to the ability of any Party to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (a) any adverse change, event, development, or effect arising from or relating to... (i) general business or economic conditions, including such conditions related to the business of the applicable Party and its Subsidiaries, (ii) national or international political or social conditions, including the engagement by the country of its incorporation or formation, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon such country, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of such country, (iii) 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 accounting principles, (v) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, or (vi) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (b) any existing event, occurrence, or circumstance with respect to which the other Party has knowledge as of the date hereof, and (c) any adverse change in or effect on the business of the applicable Party and its Subsidiaries that is cured by such party before the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 10 hereof. 2 View More

Material Adverse Effect. (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities, or condition (financial or otherwise) of the Company taken as a whole; (b) a material impairment of the ability of the Company to perform its obligations under this Agreement; or (c) a material impairment of the rights and remedies of Rhône, the Initial Holders and/or Rhône Group L.L.C., as applicable, under the Credit Agreements (for so long as the Credit Agreements will... remain outstanding after giving effect to the Exchanges), the Warrant Agreement, this Agreement or the Exchange Agreement. View More

Material Adverse Effect. Means any event, change, condition, occurrence or effect that has individually or in the aggregate (a) resulted in, or would be reasonably likely to result in, a material adverse effect on the business, properties, financial condition or results of operations of the Company's business, taken as a whole, or (b) prevented, materially delayed or materially impeded the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby,... other than, in the case of clause (a), any event, change, condition, occurrence or effect to the extent arising out of, attributable to or resulting from, alone or in combination, any of the following (none of which, to the applicable extent, will constitute or be considered in determining whether there has been, a Material Adverse Effect): (i) general changes or developments in the industries in which the business operates, (ii) changes in general economic, financial market or geopolitical conditions or political conditions, (iii) natural or man-made disasters, calamities, major hostilities, outbreak or escalation of war or any act of terrorism or sabotage, (iv) any global or national health concern, epidemic, 5 disease outbreak, pandemic (including COVID-19) or any law issued by a governmental body requiring business closures, quarantine or "sheltering-in-place" or similar restrictions that arise out of such health concern, epidemic, disease outbreak or pandemic or any change in such law, (v) following the date of this Agreement, changes in any applicable laws or GAAP or in the administrative or judicial enforcement or interpretation thereof, (vi) the announcement or other publicity or pendency of the transactions contemplated by this Agreement (it being understood that the exception in this clause (vi) will not apply with respect to the representations and warranties in Section 7 intended to address the consequences of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby), (vii) the filing or continuation of the Chapter 11 Cases and any orders of, or action or omission approved by, the Bankruptcy Court (or any other governmental authority of competent jurisdiction in connection with any such action), (viii) customary occurrences as a result of events leading up to and following the commencement of a proceeding under chapter 11 of the Bankruptcy Code, (ix) a decline in the trading price or trading volume of any securities issued by the Company or any change in the ratings or ratings outlook for the Company (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect), (x) the failure to meet any projections, guidance, budgets, forecasts or estimates with respect to the Company (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect), or (xi) any action taken by the Company at the request of the Consenting Creditors, or the failure by the Company to take any action that the Company is prohibited from taking under this Agreement to the extent the Consenting Creditors fail to give their consent to the Company taking such action; provided that any event, change, condition, occurrence or effect set forth in clauses (i), (ii), (iii), (iv) or (vi) may be taken into account in determining whether there has been or is a Material Adverse Effect to the extent any such event, change, condition, occurrence or effect has a material and disproportionate adverse impact on the business, taken as a whole, relative to the other participants in the industries and markets in which the business operates. View More

Material Adverse Effect. Means any material adverse effect on (i) the business, properties, assets, liabilities, operations or financial condition of the Company or its subsidiaries, taken as a whole, (ii) the ability of the Company to consummate the Transactions or in any other documents, agreements or instruments entered into in connection with the Transactions or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of their respective obligations under the Transactions; provided... that, none of the following, in and of itself or themselves, shall constitute a Material Adverse Effect: a) changes generally affecting the economy or financial markets in the United States or other countries in which the Company or its subsidiaries conduct material operations or changes that are the result of acts of war or terrorism; b) changes that are the result of factors generally affecting the industries in which the Company or its subsidiaries operate; c) any loss of, or adverse change in, the relationship of the Company or its subsidiaries with its customers, employees or suppliers proximately caused by the pendency or the announcement of the transactions contemplated by this Agreement; d) changes in United States generally accepted accounting principles or in any statute, rule or regulation unrelated to the Transaction and of general applicability after the date of this Agreement; e) any failure by the Company to meet any estimates of revenues or earnings for any period ending on or after the date of this Agreement and prior to the Closing; and f) a decline in the price of the Common Stock; provided, that the exceptions in clauses (e) and (f) shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such decline has resulted in, or contributed to, a Material Adverse Effect; provided, further, that, with respect to clauses (a), (b) and (d), such change, event, circumstance or development may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect if such change, event, circumstance or development has a disproportionate adverse effect on the business, results of operations, assets or financial condition of the Company and its subsidiaries as compared to other companies of similar size operating in the industries in which the Company and its subsidiaries operate. View More

Material Adverse Effect. Such facts, circumstances, events or changes that are, individually or in the aggregate, materially adverse to (i) the business, financial condition, assets or continuing operations of the Company and its Subsidiaries taken as a whole or (ii) the Company's ability to perform its obligations under this Agreement, but shall not include facts, circumstances, events or changes (a) generally affecting any of the industries in which the Company, taken together with its Subsidiaries, operates, in the... United States or elsewhere in the world or the economy or the financial or securities markets in the United States or elsewhere in the world, in each case, except to the extent such facts, circumstances, events or changes disproportionately affect the Company and its Subsidiaries; (b) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (c) any conditions resulting from natural disasters; (d) any action taken or omitted to be taken by or at the written request of the Purchaser; (e) any announcement of the Merger Agreement, this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (f) resulting from changes in applicable legal requirements, GAAP or accounting standards; (g) resulting from a change in the Company's stock price or the trading volume in the Ordinary Shares in and of itself (but the underlying reasons for such change shall not be excluded pursuant to this clause); or (h) resulting from a failure to meet securities analysts' published revenue or earnings predictions for the Company in and of itself (but the underlying reasons for such failure shall not be excluded pursuant to this clause) View More

Material Adverse Effect. Means 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) assets, operations or financial condition of Hawker or Buyer, as applicable, or (b) the ability of Sellers or Buyer, as applicable, to consummate the transactions contemplated hereby on a timely basis

Material Adverse Effect. Means any change in, or effect on, the Business, operations, Assets of the Business or condition (financial or otherwise) of the Company which, when considered either individually or in the aggregate together with all other adverse changes or effects with respect to which such phrase is used in this Agreement, is, or is reasonably likely to be, materially adverse to the Business, operations, Assets of the Business or condition (financial or otherwise) of the Company, taken as a whole, other... than as a result of (i) events, changes, developments, conditions or circumstances that effect the economy generally, (ii) an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case, whether occurring within or outside the United States or (iii) general changes within the industry in which the Company operates; provided, however, that in clauses (i), (ii) and (iii) above, that the Company is not disproportionately affected thereby as compared to other businesses in the industry in which the Company competes. View More

Material Adverse Effect. Means an event or occurrence that has had a material adverse effect on (a) the business, operations, property, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Person to perform and comply with its material obligations under the Loan Documents to which it is a party, or (c) the validity or priority of CNB's security interest in the Collateral.

Material Adverse Effect. Any event, occurrence, fact, condition or change that is, or is reasonably expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, prospects, condition (financial or otherwise) or assets of any Carbonics Entities, or (b) the ability of any party to consummate the transactions contemplated hereby on a timely basis

Material Adverse Effect. Any materially adverse change in or effect on the operations or results of operations, business, properties, assets, liabilities (contingent or otherwise), financial condition or prospects of the Issuer or any of its Subsidiaries, taken as a whole, or the ability of the Issuer to perform its obligations hereunder.