Material Adverse Effect

Material Adverse Effect. An event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse impact on the Corporation's financial position, business or results of operations; provided, however, that the term Material Adverse Effect shall not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other governmental authorities, (ii) changes in generally accepted accounting principles, (iii) seasonal... fluctuations in the Corporation's performance due to general economic conditions that do not have a disproportionately adverse effect on the Corporation, (iv) the announcement of the transactions contemplated by this Subscription Agreement, (v) any action taken at Purchaser's request, or (vi) a change in the market price of the Common Stock. View More

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 Borrowers individually or of the Borrowers taken as a whole (excluding general economic conditions or acts of war or terrorism).

Material Adverse Effect. Any event, change, occurrence, development or condition (each, an Effect) that, individually or in the aggregate with all other Effects, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, financial condition or results of operations of the Sponsor or the SPAC or (b) the ability of the Sponsor or the SPAC to consummate the transactions contemplated hereby in accordance with the terms of this Agreement

Material Adverse Effect. Means any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole.

Material Adverse Effect. A circumstance that could reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or on the performance by the Company of its obligations under this Agreement

Material Adverse Effect. Any material adverse effect whatsoever upon: (a) the validity, performance, or enforcement of any Loan Documents; (b) the properties, contracts, business operations, prospects, profits, or condition (financial or otherwise) of Borrower; or (c) the ability of Borrower to fulfill its obligations under the Loan Documents.

Material Adverse Effect. A material adverse effect on, or a material adverse change in, the operations, affairs, prospects, conditions (financial or otherwise), results of operations, assets, liabilities, reserves or any other aspect of the Camera Business or the Assets

Material Adverse Effect. Means (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Charter Amendment, the Certificate of Designation (Series B) or the Amended and Restated Certificate of Designation (Series A-1) or on the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (ii) any material adverse effect on the condition (financial or otherwise),... properties, assets, liabilities, business, operations or prospects of the Company and its Subsidiaries, taken as a whole. View More

Material Adverse Effect. An event, violation, inaccuracy, circumstance or other matter will be deemed to have a "Material Adverse Effect" on the Acquired Business if such event, violation, inaccuracy, circumstance or other matter (considered together with all other matters that would constitute exceptions to the representations and warranties set forth in the Agreement but for the presence of "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, in such representations and... warranties) had or could reasonably be expected to have or give rise to a material adverse effect on (i) the business, condition, assets, liabilities, prospects, operations or financial performance of the Acquired Business, (ii) the ability of the Buyer to use the Acquired Assets after the Closing, or (iii) the ability of the Seller 34 to consummate the transactions contemplated by any of the Transaction Documents or to perform any of its obligations under this Agreement prior to the Termination Date. An event, violation, inaccuracy, circumstance or other matter will be deemed to have a "Material Adverse Effect" on the Buyer if such event, violation, inaccuracy, circumstance or other matter (considered together with all other matters that would constitute exceptions to the representations and warranties set forth in the Agreement but for the presence of "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, in such representations and warranties) had or could reasonably be expected to have or give rise to a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by any of the Transaction Documents or to perform any of its obligations under this Agreement prior to the Termination Date. Notwithstanding the foregoing, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect on the Acquired Business or the Buyer: (i) any change resulting from compliance with the terms and conditions of the Transaction Documents; or (ii) any change or effect that results or arises from changes affecting the United States or general worldwide economic or capital market conditions. View More

Material Adverse Effect. Any fact, event, circumstance or other effect, whether foreseeable or unforeseeable, that alone or in combination with other facts, events, circumstances, or effects occurring or existing concurrently with such fact, event, circumstance, or effect results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, operations or assets of any Credit Party; (b) the ability of any Credit... Party to perform its Obligations under any Loan Document; (c) the validity or enforceability of any Loan Document or the rights and remedies of Lender under any Loan Document; or (d) the Collateral, Lender's Liens in the Collateral, or the priority of such Liens. View More