Material Adverse Effect

Material Adverse Effect. Any event, change, fact, development, occurrence or effect (each, an Effect) that, individually or collectively with one or more other Effects, (a) has had a material adverse effect on the business, assets, liabilities, financial condition, prospects or results of operations of the Company and its Subsidiaries, taken as a whole or (b) prevents or materially delays the ability of the Company to perform its obligations under, or consummate, the transactions contemplated by, this Agreement;... provided that, solely for purposes of clause (a) of this definition, none of the following matters, either alone or in combination, will constitute, or be considered in determining whether there has been, a Material Adverse Effect: (i) any outbreak or escalation of war or major armed hostilities or any act of terrorism, (ii) changes in applicable laws, rules, regulations or GAAP after the date of this Agreement, (iii) changes that generally affect the industry in which the Company operates, (iv) changes in financial markets, general economic conditions or political conditions, (v) changes in the trading price or trading volume of the Common Stock, and (vi) failure by the Company to meet any published or internally prepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures or operating statistics, except, in the case of clauses (i) through (iv), to the extent those Effects have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, as compared to other similarly situated companies operating in the industry in which the Company and its Subsidiaries operate, and with respect to clauses (v) and (vi), it being understood that the facts and circumstances underlying any such change or failure that are not otherwise expressly excluded in clauses (i) through (vi) herein from the definition of a Material Adverse Effect may be considered in determining whether there has been a Material Adverse Effect View More

Material Adverse Effect. Any material adverse change in the results of operations, assets, business, prospects or financial condition of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Material Adverse Effect. Means a material adverse effect on (a) the business, operations, property, or condition (financial or otherwise) of the Borrower; (b) the ability of the Borrower to perform its obligations under the Loan Documents to which it is a party; or (c) the legality, validity or enforceability of the Loan Documents or the rights or remedies of the Lender under any of the Loan Documents.

Material Adverse Effect. Any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the properties, assets, liabilities, operations, results of operations, prospects, condition (financial or otherwise) or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents

Material Adverse Effect. Any act, event, condition, or circumstance which materially and adversely affects: (a) the operations, business, properties, liabilities and financial condition of Borrower and its Subsidiaries, taken as a whole; (b) the ability of Borrower to perform its obligations under this Note; and (c) the legality, validity, binding effect or enforceability against Borrower of this Note

Material Adverse Effect. Means a material adverse effect on (i) the performance of this Agreement or the timely consummation of any of the transactions contemplated hereby or (ii) the condition (financial or otherwise), earnings, results of operations, business, prospects or properties of the Company and the Subsidiaries (as defined below) taken as a whole.

Material Adverse Effect. Means (i) a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of the Borrower, (ii) the material impairment of the ability of the Borrower to perform its material obligations under the Loan Documents or (iii) a material adverse effect on the rights and remedies of the Lender under the Loan Documents.

Material Adverse Effect. The following phrase is hereby added to the end of the definition of “Material Adverse Effect”: “, and (x) the Settlement Agreement, the Settlement Payment, the Settlement Agreement Disclosures and all matters, events and circumstances that are the subject of the Settlement Agreement or included within or described in the Settlement Agreement Disclosures.”

Material Adverse Effect. Means a material adverse effect on (a) the financial condition of Pledgor (b) the ability of Pledgor to perform its obligations under this Agreement, (c) the ability of the Secured Parties to enforce any material obligations of Pledgor under thisAgreement; or (d) the validity or priority of the Secured Parties' security interests in and Liens on the Collateral and the continued effectiveness and enforceability thereof.