“Adapt Material Adverse Effect” means any change, event, circumstance or occurrence that, individually or in the aggregate, # has had or would reasonably be expected to have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or results of operations of the Adapt Target and its Subsidiaries, taken as a whole, or # prevents or materially delays, or is reasonably likely to prevent or materially delay, the consummation of the transaction contemplated hereby; provided, however, that in determining whether there has been an Adapt Material Adverse Effect or whether a Adapt Material Adverse Effect could or would reasonably be expected to occur pursuant to clause (a), any change,

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to # the business, results of operations, condition (financial or otherwise) or assets

Material Adverse Effect. “Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to # have a material adverse effect on the business, assets, financial condition or results of operations of the affected party, in each case taken as a whole or # materially impair the ability of the affected party to perform its obligations under this Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from # the announcement, pendency or consummation of the transactions contemplated by this Agreement, # changes in the United States securities markets generally, or # changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the affected party operates.

"Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company.

“Material Adverse Effect” means any change, event, condition, development, circumstance, state of facts, factor, occurrence or effect (any such item, an “Effect”) that, individually or in the aggregate with any one or more other Effects, is or would reasonably expect to be (a) materially adverse to the business, financial condition, assets, Liabilities or

“Material Adverse Effect” means a violation, inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligation which, as a result of the occurrence or existence thereof, has a material adverse effect on the business, operations, properties, financial condition, assets or results of operations of the Company taken as a whole, or that has a material, adverse effect on the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herein. For purposes of this definition, “Material Adverse Effect” shall be deemed to occur whenever the effect of the changes in question would exceed Three Hundred and Ten Thousand Dollars ($310,000) individually or in the aggregate on an ongoing annualized basis. However, a Material Adverse Effect, when used with respect to the Company, does not include a material adverse effect or impact on the business, operations, properties, financial condition, assets or results of operations of the Company that is caused by # one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # one or more downturns in the industries in which the Company operate which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, # changes in applicable Legal Requirements, rules or regulations or any interpretation of the foregoing which does not disproportionately affect the Company relative to other participants in the industry in which the Company operates, # changes in GAAP or # the effect of any action or any failure to act contemplated by this Agreement.

“Material Adverse Effect” means, with respect to any given Person, an Effect which (individually or together with one or more Effects) has had or would reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations of such Person and its Subsidiaries, taken as a whole; provided, however, that a Material Adverse Effect shall not include any effect on the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations of such Person to the extent arising out of or attributable to # any decrease in the market price of such Person’s (or such Person’s parent’s) publicly traded equity securities (it being understood and agreed that the facts and circumstances that may have given rise or contributed to such decrease that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect), # changes in the general state of the industries in which such Person operates, # changes in general economic conditions (including changes in commodity prices or interest rates), financial or securities markets or political conditions, # the announcement of the transactions contemplated by this Agreement, including any adverse change in customer, distributor, supplier or similar relationships resulting therefrom (provided that such exception shall not apply to any representation or warranty in this Agreement to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution delivery, or performance of this Agreement), # changes in GAAP or the interpretation thereof to the extent required by Law or changes in applicable Law or the interpretation or enforcement thereof, # acts of terrorism, war, sabotage, or insurrection not directly damaging or impacting such Person, # any legal proceedings arising out of or related to this Agreement or any of the transactions contemplated hereby or # the failure by such Person or any of its Subsidiaries to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances that may have given rise or contributed to such failure that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); provided, that the matters described in the immediately preceding clauses (e) and (f) may be deemed to constitute, and shall be taken into account in determining, whether there has been a “Material Adverse Effect” if they disproportionately affect such Person and its Subsidiaries relative to other Persons operating in the industries in which such Person and its Subsidiaries operate.

“Material Adverse Effect” means a violation, inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligation which, as a result of the occurrence or existence thereof, has a material adverse effect on the business, operations, properties, financial condition, assets or results of operations of the Company taken as a whole, or that has a material, adverse effect on the ability of the Sellers to perform their obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herein. However, a Material Adverse Effect, when used with respect to the Company, does not include a material adverse effect or impact on the business, operations, properties, financial condition, assets or results of operations of the Company that is caused by # one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect the Company relative to other industry participants, # one or more downturns in the industries in which the Company operates which does not disproportionately affect the Company relative to other industry participants, # geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, # changes in applicable Legal Requirements, rules or regulations or any interpretation of the foregoing which does not disproportionately affect the Company relative to other industry participants, # changes in GAAP, # the announcement or consummation of the Closing of the transactions contemplated hereby or # the effect of any action or any failure to act taken by the Buyer contemplated by this Agreement.