Material Adverse Impact Sample Clauses

Material Adverse Impact. The investments to be made by the Parties in the Company and the existence of the Joint Venture itself are based on the assumption that the JV Plant will not cause a Material Adverse Impact on Usina São Martinho or on the Company itself. In case the Parties mutually agree (or a reputable independent consultant determines on reasonable grounds) that the construction or the operation of the JV Plant will cause or has caused, as the case may be, a Material Adverse Impact on Usina São Martinho or on the Company, the Joint Venture shall be terminated, in which case (1) if USM has not funded the CAPEX needs related to Phase 1: (i) USM shall be released from its obligation to fund such CAPEX; (ii) Amyris Brasil shall buy USM’s equity for its corresponding acquisition cost; and (iii) Amyris Brasil shall transfer the assets and the Company’s headquarter to other location within one hundred and eighty (180) days of the event (in case there is no asset to be transferred, the Company’s headquarters shall be transferred by Amyris Brasil to other location within thirty (30) days from the event); and (2) if USM has funded the CAPEX needs related to Phase 1: (i) Amyris Brasil shall buy all Company’s assets for the corresponding Fair Market Value and shall transfer them to other location within one hundred and eighty (180) days of the event; and (ii) the Company shall be liquidated by its shareholders.
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Material Adverse Impact. Since the date hereof, no Material Adverse Impact shall have occurred, except and to the extent that such Material Adverse Impact is a result of an act or omission of Purchaser.
Sample 1
Material Adverse Impact on Commercial Potential of Original Product. An Approval Requirement pursuant to Section 3.3.3.2.1 shall only be deemed to have a material adverse impact (the “Material Adverse Impact”) on the commercial potential of the Original Product in the Territory, [***]
Sample 1
Material Adverse Impact. Nothing in this Agreement will prevent MVNE SP from upgrading or changing its operational systems during the Term, provided that if such changes would have a reasonably foreseeable material adverse impact on DISH or the Customer Offerings enabled by the Services, MVNE SP provides DISH not less than thirty (30) days in advance of such changes, and the Parties shall meet and confer to determine how to implement such upgrades or modifications in a manner that causes minimum disruption to DISH and the Customer Offerings enabled by the Services. Except with respect to a Critical Change (as defined below) or changes permitted in accordance with Section 11.3 (IP Claims), MVNE SP may not implement any such changes that will have a material adverse effect on the Services without DISH’s approval. Fees for any Services materially adversely impacted by any such changes will be adjusted to account for the impact of such changes, in an amount mutually agreed between the Parties.
Sample 1
Material Adverse Impact. 19.1 Should there occur any event or circumstance which is not the result of any act or omission of INYX and which INYX reasonably believes has a material adverse affect on its ability to Manufacture or on its business generally, then the parties shall, at INYX’s request, meet to discuss in good faith the possible consequences of any such event or circumstance and its implications for INYX and its business. Should the parties not reach agreement reasonably acceptable to INYX regarding their ongoing relationship in light of the said event or circumstance, then either party may, by three (3) months’ notice to the other party, terminate this Agreement.
Sample 1

Related to Material Adverse Impact

  • 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.

  • Material Adverse Event A Material Adverse Event occurs.

  • Material Adverse Events Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. No event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is deemed made.

  • 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.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

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