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 act or circumstance or event which (a) causes an Event of Default or Default, (b) otherwise could reasonably be expected to be material and adverse to the business, operations, properties, financial condition or prospects of Parent, any other Obligor or any Subsidiary, or (c) in any manner whatsoever could adversely affect the validity or enforceability of any of the Loan Documents.
Material Adverse Change (or Effect) means a change (or effect) in the financial condition, properties, assets, liabilities, rights, obligations, operations, business or prospects of the Company, taken as a whole, which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business, or prospects; provided, that in no event shall any of the following be taken into account in the determination of whether a Material Adverse Change (or Effect) has occurred: (a) any change resulting from conditions affecting any of the industries in which the Company operates or from changes in general business, financial, political, capital market or economic conditions (including any change resulting from any hostilities, war or military or terrorist attack) (provided that such change or effect does not affect the Company in a substantially disproportionate manner as compared to similarly situated companies); or (b) any change resulting from the compliance by the Seller Parties with the terms of, or the taking of any action by the Seller Parties contemplated or permitted by, this Agreement.
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), in the aggregate, could reasonably be expected to be materially adverse to such condition, properties, assets, Liabilities, rights, obligations, operations, business, 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, occurring after the date of this Agreement which materially impair the ability of the Person in question to conduct its operations except on a temporary basis, excluding any change or effect which arises out of or in connection with general economic market conditions or any matter which is Disclosed or is otherwise provided for in this Agreement.
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.