Materially Adverse means, with respect to an event or circumstance, that such event or circumstance has had or is reasonably expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole; it being understood that an event or circumstance would have a material adverse effect on the Company and its Subsidiaries, taken as a whole, if the Excess Cash Flow for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event or circumstance occurred or commenced to exist, as applicable, would have decreased by more than 5.0%, determined on a Pro Forma basis.
Materially Adverse means, with respect to an event or circumstance, that such event or circumstance has had or is reasonably expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; it being understood that an event or circumstance would have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, if the Excess Cash Flow for the Borrower's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event or circumstance occurred or commenced to exist, as applicable, would have decreased by more than 5.0%, determined on a Pro Forma basis.
Materially Adverse means any material change to the timeshare plan that substantially reduces the benefits or increases the costs to purchasers. Material or materially adverse does not include the correction of any typographical or other nonsubstantive changes. If the Commission determines that a registration, if amended in the manner indicated in an application to amend a registration, would continue to satisfy all requirements for registration, the Commission shall promptly notify the applicant in writing that the registration has been amended, specifying the effective date of the amendment. If the Commission determines that a registration, if amended in the manner indicated in an application to amend a registration, would fail to satisfy a requirement for registration, the Commission shall promptly notify the applicant of any deficiency. The Commission may require the applicant to revise and resubmit written documents filed with the application or to provide additional information if the Commission determines that the application or written material filed with the application is incomplete or inaccurate. Upon submission by an applicant of a response sufficient in the opinion of the Commission to cure any deficiency in the application, the Commission shall promptly notify the applicant that the registration has been amended, specifying the effective date of the amendment.
Examples of Materially Adverse in a sentence
Borrower and each of its Subsidiaries are duly qualified to do business as a foreign corporation and are in good standing in each jurisdiction in which the character of their properties or the nature of their business makes such qualification necessary, except for such jurisdictions in which a failure to qualify to do business would not have a Materially Adverse Effect.
The Borrower and its Subsidiaries are in compliance with all Applicable Law, except where the failure to be in compliance therewith would not individually or in the aggregate have a Materially Adverse Effect.
The Borrower will, and will cause each of its Subsidiaries to comply in all respects with the requirements of all Applicable Law, except when the failure to comply therewith would not reasonably be expected to have a Materially Adverse Effect.
The Borrower and its Subsidiaries and, to the best of their knowledge, their ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the currently applicable provisions of ERISA and the Code except where any failure or non-compliance would not reasonably be expected to result in a Materially Adverse Effect.
None of the Consolidated Companies is a party to or bound by any Contractual Obligation or Requirement of Law which has had or would reasonably be expected to have a Materially Adverse Effect.
More Definitions of Materially Adverse
Materially Adverse means, with respect to a person, a fact, circumstance, event or term, or change in a fact, circumstance, event or term that is or would reasonably be expected to materially and adversely affect the condition (financial or otherwise), operations, results of operations, business, assets, Liabilities or capital of that person.
Materially Adverse means the retaliatory act “might have dissuaded a reasonable worker from making or supporting a charge of discrimination.” Id. (internal quotation marks and citation omitted). Minor slights and disagreements with supervisors are not protected by Title VII. See id. The requirement of materiality separates actionable, significant harm from trivial harms. See id. (noting that Title VII does not set forth “a general civility code for the American workplace,” nor protect against “the ordinary tribulations of the workplace”) (citations omitted).
Materially Adverse has the meaning ascribed to such term in the Support Agreement;
Materially Adverse means, with respect to a person, a fact, circumstance, change, effect, occurrence, event or state of facts that, individually or in the aggregate, is or would reasonably be expected to (A) materially and adversely affect the financial condition, operations, results of operations, business, assets or capital of that person, or (B) prevent such person from performing its obligations under this agreement, the Transactions or any other agreement contemplated hereby or thereby; provided that, except as hereinafter set forth in this definition, no fact, circumstance, change, effect, occurrence, event or state of facts relating to any of the following, individually or in the aggregate, shall be considered Materially Adverse, solely as contemplated in (A) above, (or be taken into account in determining whether a fact, circumstance, change, effect, occurrence, event or state of facts is Materially Adverse, solely as contemplated in (A) above): (i) general political, economic or financial conditions in North America or elsewhere; (ii) the state of (including any changes in) credit, banking, currency or capital markets generally in Canada, the United States, Europe or elsewhere (including the failure of any financial institution, whether or not Target or Acquireco, as the case may be, has credit arrangements or other business dealings with such financial institution, or the imposition of any limitation (whether or not mandatory) by any Agency on the extension of credit generally by financial institutions); (iii) any changes in currency exchange rates, interest rates, monetary policy or inflation; (iv) any change in the trading price or trading volume of Target Shares or Acquireco Shares, as the case may be; (v) conditions generally affecting the mining industry as a whole; (vi) any change in the market price for gold, silver, platinum, nickel, copper, lead, molybdenum, tungsten, zinc, uranium, oil and gas, sand, germanium, gallium or coal; (vii) any change in Law or in the interpretation, application or non-application of Law by any Agency; (viii) any national or international, political or social conditions (including, the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war), or the occurrence of any military, militant or terrorist attack (or any escalation or worsening thereof); (ix) any failure by Target or Acquireco, as the case may be, to meet a...
Materially Adverse when used in respect of a fact, circumstance, change, effect, occurrence, event or term means a fact, circumstance, change, effect, occurrence, event or term that (a) materially and adversely affects, or would reasonably be expected to materially and adversely affect, the business, assets, liabilities, condition (financial or otherwise) or capital of the Company, or (b) prevents, or would reasonably be expected to prevent, the Company from performing its obligations under this Agreement or consummating the transactions contemplated herein; provided, however, that it will not include: (i) any fact, circumstance, event, change, effect, occurrence, event or term relating to the global economy or securities markets in general; or (ii) any fact, circumstance, event, change, effect, occurrence or event affecting the industry in which the Company operates in general and which, in each case, does not have a materially disproportionate effect on the Company relative to comparable entities operating in the industry in which the Company conducts its business;
Materially Adverse means, with respect to the Purchased Business or the Purchased Assets, a fact, circumstance, event, occurrence or term that individually or together with other facts, circumstances, changes, events, occurrences or terms, does or could reasonably be expected to materially and adversely affect (i) the financial condition, business, assets, operations, results, Liabilities, obligations (whether absolute, accrued, conditional or otherwise) or prospects of the Purchased Business, (ii) the value of the Purchased Assets or the Purchased Business, or (iii) the ability of a party to perform any material obligations under this Agreement, other than, in the case of clauses (i) and (ii), any such affect arising out of or resulting from (x) changes in economic, regulatory or political developments applicable to the forestry industry generally in British Columbia that do not have a disproportionate effect on such Person, (y) changes in financial markets generally, or (z) the identity, nature or conduct of the Buyer as the buyer of the Purchased Business;
Materially Adverse with respect to BFS and BTI means any such state of facts, change, event, condition, matter, effect, or occurrence or any related set of similar such states of facts, changes, events, conditions, matters, effects or occurrences of a magnitude affecting BFS or BTI in an aggregate amount of $50,000 or greater.