Material Adverse Change or Effect Sample Clauses

Material Adverse Change or Effect. Any event or circumstance occurs which the Majority Lenders reasonably believe has had or is likely to have a Material Adverse Effect.
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Material Adverse Change or Effect. The occurrence of a Material Adverse Change or the occurrence of any event that is reasonably likely to have a Material Adverse Effect;
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Material Adverse Change or Effect. Any event or circumstance occurs which the Majority Lenders reasonably believe has had or could have a Material Adverse Effect or, following a notification pursuant to Clause 23.39 (Notification by a German Obligor), the Majority Lenders reasonably believe has or could have material adverse consequences for the Lenders' risk and security position.
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Material Adverse Change or Effect. No event, occurrence or condition that has had, or would reasonably be expected to have, a Material Adverse Effect shall have occurred and be continuing.
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Material Adverse Change or Effect. The term "MATERIAL ADVERSE ------------------------------------- ---------------- CHANGE (OR EFFECT)" shall mean a change (or effect), in the condition (financial ----------------- or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects of a Person which change (or effect), individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.
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Material Adverse Change or Effect. “Material Adverse Change (or Effect)” means a change (or effect) in the financial condition, properties, assets, rights, operations, business or prospects that, individually or in the aggregate, is materially adverse to the relevant financial condition, properties, assets, rights, operations, business or prospects, as applicable, of the Person in question.
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Material Adverse Change or Effect. A material adverse effect upon the value, utility, condition or ability of Buyer or any Seller to utilize a material portion of the Sale Assets, taken as a whole, or to conduct the business of owning and operating the Stations, taken as a whole (in each case, other than (i) by reason of one or more events, circumstances, changes, developments, impairments or conditions resulting from events, changes, developments, conditions or circumstances in worldwide, national or local conditions (political, economic, regulatory or otherwise) that adversely affect the radio broadcasting industry (or any segment thereof) generally or to any change in Law or accounting principles (and any changes resulting therefrom), (ii) by reason of the departure of employees or independent contractors of any Connoisseur Seller that Buyer has not agreed to hire or retain or who do not wish to be employed or retained by Buyer, or (iii) the denial or threatened denial of, or the imposition or threatened imposition of any condition relating to, the grant of any Consent (as that term is defined in the Rockford Purchase Agreement) of any Governmental Entity with respect to the transactions contemplated by the Rockford Purchase Agreement).
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Related to Material Adverse Change or Effect

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

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