Wireless Facilities (WFII)

“Material Adverse Change” shall mean, when used with respect to Borrower and its Subsidiaries or Haverstick and its Subsidiaries, as the case may be, any change or effect that is materially adverse or unfavorable to the business or the operations, assets, liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, financial projections or forecasts, or the business prospects and condition (financial or otherwise), of the Borrower and its Subsidiaries, taken as a whole, or Haverstick and its Subsidiaries, taken as a whole, as the case may be; provided however, that a Material Adverse Change shall not be deemed to have occurred upon any change or effect related to the happening of any event due to (i) the occurrence of a natural or man-made disaster, (ii) armed conflict, (iii) act of terrorism, (iv) riot, (v) act of state, (vi) a failure by Haverstick to meet internal projections or forecasts or published revenue or earnings predictions for any period ending on or after the date of this Agreement, provided, however, that the facts and circumstances underlying any such failure may, except as may be provided in clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) of this definition, be considered in determining whether a Material Adverse Change has occurred, (vii) conditions generally affecting the industries in which Haverstick participates, national, regional or world economies or financial markets or (viii) any effect arising primarily out of or resulting primarily from actions contemplated by the parties in connection with, or which is primarily attributable to, the announcement or pendency of this Agreement and the transactions contemplated hereby.

 

“Material Adverse Change” means, when used with respect to Borrower and its Subsidiaries or Haverstick and its Subsidiaries, as the case may be, any change or effect that is materially adverse or unfavorable to the business or the operations, assets, liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, financial projections or forecasts, or the business prospects and condition (financial or otherwise), of the Borrower and its Subsidiaries, taken as a whole, or Haverstick and its Subsidiaries, taken as a whole, as the case may be; provided however, that a Material Adverse Change shall not be deemed to have occurred upon any change or effect related to the happening of any event due to (i) the occurrence of a natural or man-made disaster, (ii) armed conflict, (iii) act of terrorism, (iv) riot, (v) act of state, (vi) a failure by Haverstick to meet internal projections or forecasts or published revenue or earnings predictions for any period ending on or after the date of this Agreement, provided, however, that the facts and circumstances underlying any such failure may, except as may be provided in clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) of this definition, be considered in determining whether a Material Adverse Change has occurred, (vii) conditions generally affecting the industries in which Haverstick participates, national, regional or world economies or financial markets or (viii) any effect arising primarily out of or resulting primarily from actions contemplated by the parties in connection with, or which is primarily attributable to, the announcement or pendency of this Agreement and the transactions contemplated hereby.