Material Adverse Effect

Material Adverse Effect. Means a Parent Material Adverse Effect (as such term is defined in the Merger Agreement).

Material Adverse Effect. Any change or effect that, when taken individually or together with all other adverse changes or effects, is or is reasonably likely to be materially adverse to the business, results of operations or financial condition of the Company, taken as a whole

Material Adverse Effect. Means any change or effect that is materially adverse to the properties, assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of the Company.

Material Adverse Effect. Means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated hereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of SLE that is material and adverse to... SLE and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of SLE to perform any of its obligations under this Agreement; provided, however, that with respect to clause (ii), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a "Material Adverse Effect" (except in the case of clause (a), (b), (d) and (f), in each case, to the extent that such event, change, circumstance or development disproportionately affects SLE and its Subsidiaries, taken as a whole, as compared to other similarly situated entities operating in any of the industries in which SLE or any of its Subsidiaries operates): (a) any change or development in applicable laws or GAAP or any official interpretation thereof, (b) any change or development in interest rates or economic, political, legislative, regulatory, financial, commodity, currency, bitcoin mining, cryptocurrency, electricity or natural gas conditions or other market conditions generally affecting any of the foregoing, the economy or the industry in which SLE or any of its Subsidiaries operates, (c) the announcement or the execution of this Agreement, or the performance of the Company's obligations under this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, regulatory agencies, partners, providers and employees, (d) any change or development generally affecting any of the industries or markets in which SLE or any of its Subsidiaries operates, (e) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof or related health condition)), weather condition, explosion, fire, act of God or other force majeure event (other than any such event resulting in material destruction or permanent damage to SLE powerplant and/or a material portion of the equipment located therein, all of which may be taken into account for purposes of determining whether a Material Adverse Effect has occurred or is reasonably likely to occur), or (f) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, SLE operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack (including any internet or "cyber" attack or hacking) upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel. View More

Material Adverse Effect. Means a material adverse effect on Company's business, operations, property or condition (financial or otherwise) or on its ability to perform its obligations hereunder; provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions, (ii) conditions generally affecting the industry in which Company or any of its subsidiaries operates,... (iii) any changes in financial or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics or human health crises (including COVID-19), (vi) any changes in applicable laws or accounting rules (including GAAP), (vii) the announcement, pendency or completion of the transactions contemplated by the Transaction Documents, (viii) any action required or permitted by the Transaction Documents or any action taken (or omitted to be taken) with the written consent of or at the written request of the Investor; (ix) a reincorporation by Company into another State; or (ii) a Series A Warrant Transaction. View More

Material Adverse Effect. Means 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 (i) the business, financial condition, results of operations, capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the SPAC or (ii) the ability of the Sponsor or the SPAC to consummate the transactions contemplated hereby in accordance... with the terms of this Agreement. The term "Material Adverse Effect" shall not include any Effect arising out of or attributable to: (a) the taking of any action expressly contemplated by this Agreement, (b) the negotiation, announcement, execution, pendency or performance of this Agreement or the transactions hereunder or any communication by Acquiror or any of its Affiliates of its plans or intentions with respect to the Sponsor or the SPAC or an Initial Business Combination following the Closing; (c) general economic or political conditions anywhere in the world, or conditions in the global economy generally; (d) any changes in financial, banking or securities markets in general, anywhere in the world, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates or any change in exchange rates for the currencies of any country; (e) geopolitical conditions, acts of war (whether or not declared), armed hostilities, military actions or terrorism, or the escalation or worsening thereof; (f) any changes in applicable Laws or accounting rules (including U.S. GAAP or other applicable accounting standards) or the enforcement, implementation or interpretation thereof; or (g) any acts of God, natural disasters, cyberattacks, weather conditions, force majeure events, national or international calamity, terrorism, sabotage, armed hostilities, declared or undeclared acts of war, civil unrest, protests and public demonstrations, epidemics, pandemics or disease outbreaks, or any escalation or worsening of any of the foregoing; provided that, any event, change, or effect arising out of clauses (c) through (g) may be included in the term "Material Adverse Effect" to the extent such event, change, or effect disproportionately affects the SPAC relative to other special purpose acquisition company of similar size and with a similar duration. View More

Material Adverse Effect. Means a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of the Corporation other than any adverse change, event, development, or effect (whether short-term or long-term) arising from or relating to (i) general business, capital markets or economic conditions, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the... declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in U.S. generally accepted accounting principles announced or initially proposed after the date hereof, (v) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity announced or initially proposed after the date hereof, or (vi) the taking of any action expressly required by this Agreement or any agreement contemplated by this Agreement; provided, however, that if any event, change, circumstance, effect, occurrence, condition, state of facts or development described in any of clauses (i) through (vi) has a disproportionate effect on the Corporation relative to other participants in the industry in which the Corporation operates, the disproportionate impact thereof may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect. 22 View More

Material Adverse Effect. Shall mean (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the business, assets, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided, however, that clause (ii) shall not include the... impact of (A) changes in banking and similar laws of general applicability or interpretations thereof by any applicable Governmental Entity, (B) changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (C) changes in general economic conditions, including interest rates, affecting banks generally, (D) the effects of any action or omission taken by the Company or the Bank expressly required by this Agreement or taken with the prior written consent of any Purchaser, or (E) the public disclosure of this Agreement or the transactions contemplated hereby, except, with respect to clauses (A), (B) and (C), to the extent that the effect of such changes has a disproportionate impact on the Company and the Subsidiaries, taken as a whole, relative to other similarly situated banks and their holding companies generally. View More

Material Adverse Effect. Shall mean any change, event or occurrence (each, an "Effect") that, individually or when taken together with all other Effects, has had, or would reasonably be expected to have, either alone or in combination with all other Effects, (i) a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) a material adverse effect on the Company's ability to perform its obligations, or consummate the Transaction,... in accordance with the terms of the Transaction Agreements, except in the case of (i) to the extent that any such Effect results from, arises out of or relates to, whether alone or in combination: (A) changes in economic or political conditions generally or banking, securities, capital and financial markets generally, including changes in interest or exchange rates; (B) changes that generally affect the industry in which the Company or its Subsidiaries operate; (C) change in applicable laws, regulations, rules, orders, or other binding directives issued by any Governmental Authority, or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (D) the announcement of the Transaction Agreements; (E) any change in the trading prices or trading volume of the Common Stock or any failure to meet internal projections or forecasts or revenue or earnings projections; (F) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism; (G) earthquakes, hurricanes, floods or other natural disasters, pandemics or other health crises; or (H) any action taken by the Company in accordance with the Transaction Agreements or with the Investor's prior written consent; provided in each case with respect to clauses (B) and (C), only if the Company and its Subsidiaries, taken as a whole, are not disproportionately affected by such changes relative to other companies in the industry in which the Company or its Subsidiaries operate, and then only to the extent of such disproportionate effect. View More

Material Adverse Effect. Means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company's ability to consummate the transactions contemplated hereby.