Material Adverse Effect. A Material Adverse Effect shall occur.

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

Material Adverse Effect. Since ​, there has been no Material Adverse Effect.

Material Adverse Effect. (a) Except as set forth on the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement), since December 31, 2014 through the date of the Purchase and Sale Agreement, there shall not have occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase and Sale Agreement) and # between the date of the Purchase and Sale Agreement and the Closing Date (as defined in the Purchase and Sale Agreement), there shall have been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase and Sale Agreement). Any disclosure with respect to a section or schedule of the Purchase and Sale Agreement (including any section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) shall be deemed to have been disclosed for other sections and schedules of the Purchase and Sale Agreement (including a section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) where the relevance of such disclosure would be reasonably apparent.

Material Adverse Effect. There shall not have occurred since ​ any event or condition that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Adverse Effect. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and Prospectus, there has not been # any Material Adverse Effect, or any development that would result in a Material Adverse Effect, # any transaction which is material to the Company and the Subsidiaries taken as a whole, # any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as a whole, # any material change in the capital stock (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, # any repurchases of capital stock of the Company, # as described in a proxy statement filed on [Schedule 14A] or a Registration Statement on Form S-4, or # otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or # any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).

No Material Adverse Effect. For the period from and after the date of this Agreement and prior to and as of the Initial Closing Date, there shall not have occurred any Material Adverse Effect.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, # fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date of the balance sheet included therein and the results of operations of the Borrower and its Subsidiaries for the period covered thereby in accordance with GAAP, and # to the extent required by GAAP, disclose all material Debt and other liabilities (contingent or otherwise), including liabilities for Taxes, of the Borrower and its Subsidiaries as of the date thereof.

No Event of Default or Unmatured Event of Default has occurred and is continuing or would result from any proposed Loan or Letter of Credit.