Material Adverse Effect

Material Adverse Effect. Means, when used in respect to VISTAGEN or EXCALIBER, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such Party and its Subsidiaries taken as a whole.

Material Adverse Effect. An effect which is materially adverse to the Purchased Assets, individually or taken as a whole, but shall not include (i) any adverse effect due to changes in conditions generally affecting (A) the healthcare industry or (B) the United States economy as a whole, so long as any such adverse effect does not affect the Purchased Assets in a disproportionate manner, or (ii) any adverse effect due to legal or regulatory changes enacted after the date of this Agreement

Material Adverse Effect. Any material adverse effect on the business, properties, assets, operations, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby and the other Convertible Note Documents or on the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Convertible Note Documents

Material Adverse Effect. When used in connection with the Company or Synergy and its Subsidiaries, any change, effect or circumstance that: (i) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of such party, taken as a whole, other than such changes, effects or circumstances reasonably attributable to: (A) economic conditions generally in the United States or foreign economies in any locations where such party has material operations or sales; (B)... conditions generally affecting the industries in which such party participates; (C) the announcement or pendency of the transactions contemplated by this Agreement; (D) legislative or regulatory changes in the industries in which such party participates following the announcement of the transactions contemplated by this Agreement; (E) any attack on or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency and (F) compliance with the terms of, or the taking of any action required by, or the failure to take any action prohibited by, this Agreement; provided, with respect to clauses (A), (B) and (D) the changes, effects or circumstances do not have a materially disproportionate effect (relative to other industry participants) on such party; or prevents the Company or Callisto, as applicable, from consummating the transactions contemplated by this Agreement View More

Material Adverse Effect. Means a change or effect that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of the Company and its Affiliates, taken as a whole, or will prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise will prevent the Company and/or Affiliates from performing their material obligations under the Notes or this Agreement;

Material Adverse Effect. A material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Company, (ii) the Company's ability to perform any of its obligations under the terms of the Transaction Documents in any material respect or (iii) the rights and remedies of the Purchaser under the Transaction Documents

Material Adverse Effect. A material adverse effect on the financial condition, business, assets or operations of the Company and its subsidiaries, taken as a whole; provided, however, that no effects resulting from the announcement of the execution of this Agreement, the consummation of the investment by Investor contemplated by this Agreement, or the pendency of such investment by Investor shall be deemed to be or constitute a Material Adverse Effect or be taken into account when determining whether a Material Adverse... Effect has occurred or exists View More

Material Adverse Effect. Any change or effect relating to the operations relating to the Tank Assets, taken as a whole, that, individually or in the aggregate with other changes or effects, materially and adversely affects the value of the Tank Assets taken as a whole, provided that in determining whether a Material Adverse Effect has occurred, changes or effects relating to (i) the Crude Oil transportation and refining industry generally (including the price of Crude Oil and the costs associated with the storage... and/or transportation of Crude Oil), (ii) United States or global economic conditions or hostilities or financial markets in general, or (iii) the transactions contemplated by this Agreement, shall not be considered. View More

Material Adverse Effect. Means an effect that (a) has had, or would reasonably be expected to have, a material adverse effect on the assets, business, results of operations or financial condition of BDSI and its Subsidiaries taken as a whole; (b) prevents or materially delays or would reasonably be expected to prevent or materially delay the filing of a new drug application ("NDA") for BEMA-Fentanyl for a period in excess of *** months from ***, the approval of the NDA for BEMA-Fentanyl for a period in excess of ***... months from *** or BDSI's ability to launch, market and commercialize BEMA-Fentanyl for a period in excess of *** months from ***; or (c) prevents, or materially delays BDSI from performing its obligations under this Agreement or any Related Agreement in any material respect or materially delays consummating the transactions contemplated hereby or thereby or would reasonably be expected to have such effect. View More

Material Adverse Effect. The occurrence or the failure to occur of any event or series of events, other than arising from the Excluded Claims, which either singly or in the aggregate would have a material adverse effect upon the business, assets, liabilities, financial position or results of operations of the Borrower on a consolidated basis or on the ability of the Borrower to perform its obligations under this Agreement