Material Adverse Effect

Material Adverse Effect. Any circumstance or condition affecting the business, properties, assets, operations or financial condition of the Company and its subsidiaries, taken as a whole, that, individually or in the aggregate, would materially adversely affect the authority or ability of the Company to perform its payment obligations under the Convertible Note Documents

Material Adverse Effect. Means any effect resulting from Material Adverse Change

Material Adverse Effect. A material adverse effect upon: (i) the business, operations, properties, assets, prospects or condition (financial or otherwise) of the Obligors; or (ii) the ability of the Obligors to perform their obligations in accordance with the terms of this Note, or the ability of Lender to enforce any of its rights or remedies with respect to this Note; or (iii) the Collateral or Lender's Liens on the Collateral or the priority of such Liens

Material Adverse Effect. Means a material adverse effect on (a) the Assets, operations, financial condition or results of operations of the Assets or (b) the ability of Seller to perform its obligations under this Agreement.

Material Adverse Effect. (a) A material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Note Parties, taken as a whole; (b) a material adverse effect on the ability of Payor or any other Note Party to perform their respective obligations under any Note Document to which it is a party.

Material Adverse Effect. A material adverse effect on the Company's business, assets, properties, condition (financial or otherwise), results of operation or prospects, or on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement

Material Adverse Effect. Means a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, results of operations or prospects of the Debtor and its subsidiaries, taken as a whole.

Material Adverse Effect. A material adverse effect, or any development involving a prospective material adverse change in the condition (financial or otherwise), or in the earnings, business or results of operations, whether or not arising from transactions in the ordinary course of business, of either (x) Holdings and its subsidiaries, taken as a whole (in the case of Borrower) or (y) Lender and its subsidiaries, taken as a whole (in the case of Lender)

Material Adverse Effect. A material adverse effect on (a) the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company and its Subsidiaries taken as a whole, (b) the legality, validity, enforceability or binding effect of the this Subscription Agreement or (c) the ability of the Company to perform its obligations under this Subscription Agreement.

Material Adverse Effect. Material adverse effect on (a) the business operations or condition (financial or otherwise) of Grantor and its Subsidiaries taken as a whole, (b) the ability of Grantor to repay the Grantor Obligations or otherwise perform its obligations under the Loan Documents, or (c) Grantor's interest in, or the value, perfection or priority of Bank's security interest in the Collateral