Material Adverse Effect

Example Definitions of "Material Adverse Effect"
Material Adverse Effect. Means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective... obligations under any of this Note. View More Arrow
Found in IMAC Holdings, Inc. contract
Material Adverse Effect. Means any Any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or Parent, ICA-T and/or any Subsidiary, 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 Company or ICA-T, the Parent and/or any of its the Subsidiaries to perform any of their respective the obligations under any of this Note. the Transaction Documents View More Arrow
Found in Icagen, Inc. contract
View Variation Arrow
Material Adverse Effect. Means a material adverse effect on the financial condition, business or operating results of the Company or on the transactions contemplated in the Loan Documents.
Found in EPICEDGE INC contract
Material Adverse Effect. Means a material adverse effect on the financial condition, business or operating results of the Company or on the transactions contemplated in the Loan Documents. Purchase Agreement or any other Transaction Document.
Found in EPICEDGE INC contract
View Variation Arrow
Material Adverse Effect. Shall mean any material adverse effect on (i) the ability of the Company to perform its obligations hereunder (including the issuance of the Shares and the Warrants), under the Certificate of Designations, under the Warrants (including the issuance of the Warrant Shares) or under the Investor Rights Agreement or (ii) the business, operations, prospects, properties or financial condition of the Company and its subsidiaries, taken as a whole.
Found in CNTV Entertainment Group, Inc. contract
Material Adverse Effect. Shall mean any event, condition or circumstance that has had or is reasonably likely to have a material adverse effect on (i) the Securities, (ii) the ability of the Company to perform its obligations hereunder (including (including, without limitation, the issuance of the Shares and the Warrants), under the Certificate of Designations, Designations (including, without limitation, the issuance of the Conversion Shares), under the Warrants (including (including, without limitation, the issuance... of the Warrant Shares) or under the Investor Rights Agreement or (ii) (iii) the business, operations, prospects, properties properties, prospects or financial condition of the Company and its subsidiaries, taken as a whole. View More Arrow
Found in BIOSOURCE INTERNATIONAL INC contract
View Variation Arrow
Material Adverse Effect. Shall mean an effect which is materially adverse to the business, assets, properties, operations, results of operations or condition (financial or otherwise) of the Company individually or of the Company and the Subsidiaries taken as a whole (excluding general economic conditions or acts of war or terrorism).
Found in MTM Technologies, Inc. contract
Material Adverse Effect. Shall mean an effect which is materially adverse to the business, assets, properties, operations, results of operations or condition (financial or otherwise) of each of the Company Borrowers individually or of the Company and the Subsidiaries Borrowers taken as a whole (excluding general economic conditions or acts of war or terrorism).
Found in XPLORE TECHNOLOGIES CORP contract
View Variation Arrow
Material Adverse Effect. Means a material adverse effect on (i) the Premises, including, without limitation, the operation of the Premises as a Permitted Concept, or (ii) Borrower's ability to perform its obligations under the Loan Documents.
Found in JAMESON INNS INC contract
Material Adverse Effect. Means a material adverse effect on (i) (a) the Premises, including, without limitation, the operation of the Premises as a Permitted Concept, or (ii) (b) Borrower's ability to perform its obligations under the Loan Documents.
Found in SUMMIT HOTEL PROPERTIES, LLC contract
View Variation Arrow
Material Adverse Effect. Shall have the meaning set forth in the Purchase Agreement.
Found in Basin Water, Inc. contract
Material Adverse Effect. Shall have the meaning set forth in the Purchase Agreement. 2
Found in Basin Water, Inc. contract
View Variation Arrow
Material Adverse Effect. Means a material adverse effect on or change in the condition (financial or otherwise), earnings, business, liabilities or assets of the Company and its subsidiaries taken as a whole.
Found in JER Investors Trust Inc contract
Material Adverse Effect. Means a A material adverse effect on or change in the condition (financial or otherwise), earnings, business, liabilities or assets of the Company and Parent or any of its subsidiaries taken as a whole. whole
Found in Drive Shack Inc. contract
View Variation Arrow
Material Adverse Effect. Shall mean a material adverse effect on the assets, condition (financial or otherwise), affairs, earnings, business, operations or prospects of the Company.
Found in NESS TECHNOLOGIES INC contract
Material Adverse Effect. Shall mean a material adverse effect on the assets, condition (financial or otherwise), affairs, earnings, business, operations or prospects of the Company. Company and it subsidiaries on a consolidated basis.
Found in Neuro-Hitech, Inc. contract
View Variation Arrow
Material Adverse Effect. Or "Material Adverse Change" means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Seller, taken as a whole, or to the ability of any Party to consummate timely the transactions contemplated hereby.
Found in Chartwell International, Inc. contract
Material Adverse Effect. Or "Material Adverse Change" means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Seller, Target and its Subsidiaries, taken as a whole, or to on the ability of any Party to consummate timely the transactions contemplated hereby.
Found in GLOBAL AIRCRAFT SOLUTIONS, INC. contract
View Variation Arrow
Material Adverse Effect. Means any event, change or occurrence or development of a set of circumstances or facts, which, individually or together with any other event, change, occurrence or development, has a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the term shall not include (i) any such effect relating to or resulting from general changes in the nuclear or... electric industry, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, (ii) any such effect resulting from changes in Law or GAAP (as defined in the Master Agreement), other than (in the case of changes in Law only) such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, and (iii) any such effect resulting from changes in financial markets or general economic conditions, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons; provided further, however, that, notwithstanding any provision of this 2 sentence to the contrary, (x) the occurrence of an Insolvency Event (as defined in the Master Agreement) in respect of the Company or any Company Subsidiary or (y) any event, change, occurrence or development that would prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, shall be deemed to cause a Material Adverse Effect. As used in this Agreement, the term "knowledge" when referring to the knowledge of the Company or any Subsidiary of the Company shall mean the actual knowledge of the Company officers listed on Section 4.14(b)(ii) of the Seller Disclosure Schedule (as defined in the Master Agreement) after due inquiry. View More Arrow
Found in CONSTELLATION ENERGY GROUP INC contract
Material Adverse Effect. Means any event, change or occurrence or development of a set of circumstances or facts, which, individually or together with any other event, change, occurrence or development, has or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Company, the Company and its Subsidiaries, Subsidiaries or the Company Joint Ventures (as defined in the Merger Agreement) taken as a whole;... provided, however, that the term "Material Adverse Effect" shall not include (i) any such effect relating to or resulting from general changes in the nuclear nuclear, electric or electric natural gas utility industry, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, (ii) any such effect resulting from changes in Law or GAAP (as defined in the Master Merger Agreement), other than (in the case of changes in Law only) such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, and (iii) any such effect resulting from changes in financial markets or general economic conditions, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons; provided further, Persons, and (iv) any such effect resulting from the announcement of the execution of the Merger Agreement (except to the extent that the Company has made an express representation with respect to the effect of such execution on the Company and the Company Subsidiaries and the Company Joint Ventures), including any such change resulting therefrom in the market value of the Company Common Stock; provided, however, that, notwithstanding any provision of this 2 sentence to the contrary, (x) the occurrence of an Insolvency Event (as defined in the Master Merger Agreement) in respect of the Company or any Company Subsidiary (as defined in the Merger Agreement) or Company Joint Venture or (y) any event, change, occurrence or development that would is reasonably likely to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, shall be deemed to cause a Material Adverse Effect. As used in this Agreement, the term "knowledge" when referring to the knowledge of the Company or any Company Subsidiary of the or any Company Joint Venture shall mean the actual knowledge of the Company officers listed on Section 4.14(b)(ii) 4.1 of the Seller Company Disclosure Schedule Letter (as defined in the Master Merger Agreement) after due inquiry. as would have been acquired in the prudent exercise of their duties.. View More Arrow
Found in CONSTELLATION ENERGY GROUP INC contract
View Variation Arrow
All Definitions