Material Adverse Change (or Effect) definition
Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.
Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, business or prospects of any Person which change (or effect), individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, business or prospects of such Person.
Material Adverse Change (or Effect) means a change (or effect) that is materially adverse to the condition (financial or otherwise), properties, assets, Liabilities, rights, obligations, operations, results of operations or business of a Person, which in the case of the Company or Parent shall be viewed together with its respective Subsidiaries on a consolidated basis (other than, in the case of the Company, the following in and of themselves, either alone or in combination: (i) any effect or change occurring as a result of (A) general economic or financial conditions or (B) conditions affecting the Company's industry as a whole; (ii) any change or effect resulting from any announcement of the Agreement or Merger or the transactions contemplated in connection therewith, except that the termination or asserted termination or modification in any manner adverse to the Company, to any material Contract of the Company shall not fall within this subsection (ii); (iii) a change in the market price or trading volume of Company Common Stock; and (iv) a failure by the Company to meet the revenue or earnings predictions of equity analysts as reflected in any consensus estimate, or any other revenue or earnings predictions or expectations (other than those earnings predictions or expectations which have been disclosed publicly by the Company), for any period ending (or for which earnings are released) on or after the date of this Agreement and on or prior to the Closing Date).
Examples of Material Adverse Change (or Effect) in a sentence
All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Silvermex Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex.
Genco and each of the Genco Material Subsidiaries is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, except where the lack of such registration, licensing or qualification would not have a Material Adverse Change or Effect on Genco.
None of Genco, the Genco Material Subsidiaries or any other person in control of any Genco Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Genco Property, except in material compliance with all Environmental Laws and except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Genco.
Neither Genco nor any of the Genco Material Subsidiaries is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement or licence to which any of them is a party or by which any of them is bound which would, individually or in the aggregate, have a Material Adverse Change or Effect on Genco.
Silvermex and each of the Silvermex Material Subsidiaries is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, except where the lack of such registration, licensing or qualification would not have a Material Adverse Change or Effect on Silvermex.
More Definitions of Material Adverse Change (or Effect)
Material Adverse Change (or Effect) means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower or Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Obligor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Loan Document to which it is a party or its property is subject.
Material Adverse Change (or Effect) means, in respect of each Amalgamating Party and its Subsidiaries, taken as a whole, a change or effect in the condition (financial or otherwise) of the Assets, Liabilities, rights, operations, business of such Amalgamating Party and its Subsidiaries, taken as a whole, which change (or effect), individually or in the aggregate, could reasonably be expected to be materially adverse to the condition (financial or otherwise), Assets, Liabilities, rights, operations, business, of such Amalgamating Party and its Subsidiaries, taken as a whole, or ability to carry out the transactions contemplated by this Agreement, including any change or effect caused by, arising from, or relating to acts of terrorism or war (whether or not declared), or by interruption of utilities or other public or commercial products or services which materially impair the ability of such Amalgamating Party and its Subsidiaries, taken as a whole, to conduct its operations (which shall include without limitation the Amalgamating Party’s ability to maintain its capital and liquidity ratios above the minimum requirements imposed by the applicable Governmental Authority) except on a temporary basis; provided, however, that changes to general economic or other conditions affecting the financial markets generally, or financial institutions, specifically, will not constitute a “Material Adverse Change (or Effect)” for purposes of this Agreement unless and only to the extent such changes have a materially disproportionate adverse effect on such Amalgamating Party and its Subsidiaries, taken as a whole, relative to the adverse effect that such changes have on other Persons in the same industry and provided further neither the announcement of this Agreement nor the transaction contemplated herein shall constitute a “Material Adverse Change (or Effect)”;
Material Adverse Change (or Effect) means any act or circumstance or event which (a) is material and adverse to the combined or consolidated financial condition of the Borrower, its Subsidiaries and Unincorporated Ventures as represented in the Combined Financial Statements most recently delivered to the Lenders at the time of any determination thereof or be material and adverse to the combined or consolidated business operations or properties of the Borrower, its Subsidiaries and Unincorporated Ventures or (b) impairs the ability of the Borrower, any Subsidiary or any other Person to perform in any material respect their respective obligations under the Loan Papers.
Material Adverse Change (or Effect) means any event or events or state of affairs or states of affairs, or change therein, that has or have had or would reasonably be expected to have a material adverse effect (individually or in the aggregate) on (i) the business, financial condition or operations of a Person, which in the case of the Company (viewed, for all purposes of this definition, without giving effect to the Merger) or Parent shall be viewed together with its respective Subsidiaries on a consolidated basis or (ii) the ability of the Company or Parent and Sub, as the case may be, to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable and in any event prior to the Termination Date; provided, however, that in the case of the Company, (A) conditions, events or circumstances generally adversely affecting the United States economy, the United States securities markets, or the Software industry, (B) the announcement or pendency of this Agreement or the transactions contemplated hereby, (C) any litigation or Threatened litigation in connection with this Agreement or the transactions contemplated hereby, and (D) any failure by the Company to meet any budget, forecast or projection shall not be taken into account in determining whether there has been or would be a material adverse effect.
Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, business or prospects of any Person which change (or effect), individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, business of such Person, provided that none of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Change (or Effect): (a) any adverse change, event, development, or effect arising from or relating to (1) changes in United States generally accepted accounting principles, (2) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, or (3) the taking of any action contemplated by this Agreement and any of the other agreements contemplated hereby, (b) any existing event, occurrence, or circumstance with respect to which Buyer has Knowledge as of the date hereof, and (c) any adverse change in or effect of the Business of Company and its Subsidiaries that is cured by Sellers before the earlier of (1) Closing Date, and (2) the date on which this Agreement is terminated pursuant to Section 8.1 hereof.
Material Adverse Change (or Effect) means, in respect of Genco or Silvermex, any change, effect, event, development, occurrence, action or any state of facts, which, in either case, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations, prospects or results of operations of that party and its subsidiaries, taken as a whole; provided, however, that any change, effect, event, development or occurrence that arises out of, relates to, or results from or is attributed to any of the following (either alone or in combination) shall not constitute and shall not be taken into account in determining whether there has been or would reasonable be expected to be, a Material Adverse Change or Effect:
(i) any change, effect, event, development or occurrence relating to or resulting from general economic, financial or political conditions or the global economy or securities, commodities, currency or credit markets in general;
(ii) any change, effect, event, development or occurrence affecting the mining industry in general and which does not have a materially disproportionate effect on that party and its subsidiaries, taken as a whole;
(iii) any change, effect, event, development or occurrence relating to or resulting from any natural disaster, any act of terrorism or outbreak or escalation of hostilities or armed conflict, any labour disruption, social unrest or political uprising, or any related blockade or other interruption of business operations and which does not have a materially disproportionate effect on that party and its subsidiaries, taken as a whole;
(iv) any change, effect, event, development or occurrence resulting from changes in the price of gold, silver or base metals;
(v) any change, effect, event, development or occurrence relating to the rate at which Canadian dollars can be exchanged for United States dollars or Mexican pesos or vice versa;
(vi) any change or prospective change in applicable Laws which does not have a materially disproportionate effect on that party and its subsidiaries, taken as a whole;
(vii) any change, effect, event, development or occurrence relating to or resulting from any matter which was publicly disclosed prior to the date of this Agreement;
(viii) any change, effect, event, development or occurrence followin...
Material Adverse Change (or Effect) means an event, occurrence or change in facts or circumstances that has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise) or results of operations of the Company, or a material adverse effect on the ability of the Parties to consummate the transactions contemplated hereby, or a Material Net Asset Decrease; provided, however that any reduction in the market price or trading volume of the Company Common Stock or changes in general economic conditions not disproportionately affecting the Company, in and of itself, shall not be deemed to constitute a Material Adverse Effect on the Company.