Material Red-Flag Issue definition
Material Red-Flag Issue means any fact, circumstance or condition uncovered during the due diligence conducted by Parent Parties (including without limitation the contents of the Company Disclosure Schedules) that (a) has or would reasonably be expected to have an adverse impact on the business, operations, assets or liabilities, results of operations, or valuation of the Company and/or the Business in any material respect, (b) has resulted in or would reasonably be expected to result in any of the assumptions underlying the valuation range set forth in the Fairness Opinion being incorrect in any material respect, (c) has given rise or would reasonably be expected to give rise to any loss or liability to the Company or any Company Subsidiary in excess of US$15,000,000 individually or in the aggregate or (d) otherwise, as determined by the board of directors of Parent in good faith, after consultation with its outside legal counsel, that, could reasonably result in consummation of the transaction contemplated by this Agreement constituting a violation of its fiduciary duties under applicable Laws.