Corporation Material Adverse Effect means, in respect of the Corporation, a change, effect, event, occurrence or state of facts that has, or would reasonably be expected to have, individually or in the aggregate, with other changes, effects, events, occurrences or states of facts, an impact that is both material and adverse to the business, operations, assets, financial condition, liabilities or results of operations of the Corporation and its Subsidiaries taken as a whole, other than any change, effect, event, occurrence or state of facts:
Corporation Material Adverse Effect means an effect which is materially adverse to the business, assets, properties, condition (financial or otherwise), liabilities (actual or contingent), whether contractual or otherwise, or results of operations of the Corporation and its Subsidiaries, taken as a whole; provided that a Corporation Material Adverse Effect shall not include an adverse effect resulting from a change (i) that arises out of a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a party to the Lead Agent prior to the date of this Agreement; (ii) that results from general economic, financial, currency exchange, interest rate or securities market conditions in Canada or the United States; (iii) that arises from a decline in the trading price of the Theia Shares, or (iv) that is a direct result of any matter permitted by this Agreement or consented to in writing by the Lead Agent.
Corporation Material Adverse Effect means any change, effect, event, violation, circumstance or occurrence that, individually or in the aggregate with all other changes, effects, events, violations, circumstances or occurrences, (a) is or could reasonably be expected to be material and adverse to the business, assets, liabilities, rights, obligations (whether absolute, accrued, conditional or otherwise), affairs, results of operations or condition (financial or otherwise) of the Consolidated Group of the Corporation, taken as a whole, or (b) could reasonably be expected to materially impair or delay the ability of the Corporation to perform its obligations under this Agreement (provided that the pendency of any litigation seeking to restrain, enjoin or otherwise prohibit the consummation of the Arrangement or other transactions contemplated by this Agreement will be disregarded for the purposes of this clause), in each case, other than any change, effect, event, violation, inaccuracy, circumstance or occurrence resulting from (i) the announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder, (ii) changes in the United States or Canadian economies or securities or currency markets in general, (iii) changes generally affecting the industry in which any member of the Consolidated Group of the Corporation carries on its business in the United States or Canada, (iv) commencement, occurrence or continuation of any war (whether or not declared), armed hostilities or acts of terrorism, (v) any change in applicable Laws or regulations or in Canadian GAAP, or (vi) any natural disaster, except in the case of clauses (ii), (iii), (iv), (v) and (vi) to the extent any such change, effect, event or occurrence primarily relates to (or has the effect of primarily relating to) the Consolidated Group of the Corporation, taken as a whole, or has had a materially disproportionate effect on the Consolidated Group of the Corporation, taken as a whole, as compared to other persons in the industry in which the Consolidated Group of the Corporation carries on its business in the U.S. or Canada, as the case may be; provided, however, that none of (x) a failure to meet any earnings estimates previously made public by the Corporation, or (y) any decrease in the market price or any decline in the trading volume of the shares of the Corporation, in and of themselves, constitute a Corporation Material Adverse Effect;
Examples of Corporation Material Adverse Effect in a sentence
During the Interim Period, there shall have been no Corporation Material Adverse Effect.
No Material Contract to which the Corporation or any of its Subsidiaries is a party or by which either are bound contains any non-competition obligation or otherwise restricts in any material way the business of the Corporation and its Subsidiaries, taken as a whole, except to the extent that such restrictions would not in the aggregate have a the Corporation Material Adverse Effect.
There shall not have been any occurrence, event, incident, action, failure to act, or transaction since inception which has had or is reasonably likely to cause a Corporation Material Adverse Effect.
It shall be provided with the electronic control unit for such protection.
The Corporation is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Corporation Material Adverse Effect.
More Definitions of Corporation Material Adverse Effect
Corporation Material Adverse Effect means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, prospects, condition (financial or otherwise), or assets of the Corporation and its Subsidiaries, taken as a whole, or (ii) the ability of the Shareholders or the Corporation to consummate the transactions contemplated hereby on a timely basis; provided, however, that, for the purposes of clause (i), a Corporation Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement; (c) any outbreak or escalation of war or any act of terrorism; or (d) general conditions in the industry in which the Corporation and its Subsidiaries operate; provided further, however, that any event, change and effect referred to in clauses (a), (c) or (d) immediately above shall be taken into account in determining whether a Corporation Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on the Corporation and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Corporation and its Subsidiaries conduct their businesses.
Corporation Material Adverse Effect means a change, effect or circumstance that, when considered either individually or in the aggregate together with all other adverse changes, effects or circumstances with respect to which such phrase is used in this Agreement, is materially adverse to, or could reasonably be expected to have a material adverse effect on, the financial condition or results of operations or prospects of the Corporation Business or the Corporation, or on the ability of the Vendors to consummate the transactions contemplated by this Agreement;
Corporation Material Adverse Effect means any one or more changes, effects, events, occurrences, circumstances or states of fact, either individually or in the aggregate, that is, or could reasonably be expected to be, material and adverse to the Business or the operations, affairs, assets, properties, liabilities, capitalization, prospects or condition (financial or otherwise) of the Corporation, other than changes, effects, events, occurrences, circumstances or states of fact which result directly from: (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, or the failure to take actions as a result of any terms or conditions set forth in this Agreement, (ii) changes affecting the mining industry and/or the mining industry in Mexico generally, (iii) changes in the general political, economic, financial, currency exchange or market (including the capital, financial, credit or securities market) conditions, (iv) the commencement, continuation or escalation of any war, armed hostilities, acts of terrorism, earthquakes or similar catastrophes or the incurrence of any other calamity or crisis, (v) a change, or proposed change, in Applicable Law or the interpretation thereof, (vi) any action, omission, effect, change, event or occurrence taken, made, caused, requested or directed by or on behalf of the Purchaser, or (vii) any matter otherwise disclosed herein or provided for in this Agreement; provided, however, that such changes, effects, events, occurrences, circumstances or states of fact referred to in clause (ii), (iii), (iv) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) the Corporation or disproportionately adversely affect the Corporation compared to other companies of similar size operating in the mining industry.
Corporation Material Adverse Effect means a Material Adverse Effect in relation to the Corporation.
Corporation Material Adverse Effect means any one or more changes, effects, events, occurrences, circumstances or states of fact, either individually or in the aggregate, that is, or could reasonably be expected to be, material and adverse to the Business or the operations, affairs, assets, properties, liabilities, capitalization, prospects or condition (financial or otherwise) of the Corporation, other than changes, effects, events, occurrences, circumstances or states of fact which result directly from: (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement; (ii) changes, developments or conditions affecting the mining industry and/or the mining industry in Peru generally; (iii) changes in the general political (including strikes, lockouts, riots or facility takeover for emergency purposes), economic, business, banking, regulatory, interest rate, inflationary, financial, currency exchange or market (including the capital, financial, credit, securities or commodity market) conditions, whether global, national or regional; (iv) the commencement, continuation or escalation of any war, armed hostilities or acts of terrorism; (v) earthquakes, volcanoes, tsunamis, hurricanes, tornados or similar catastrophes or the incurrence of any other calamity or crisis; (vi) any epidemics, pandemics (including COVID-19); (vii) any adoption, change, implementation or proposed change in Applicable Law, including any laws in respect to Taxes; (viii) any action, omission, effect, change, event or occurrence taken, made, caused, requested or directed by or on behalf of the Purchaser, as required by Applicable Law or in accordance with the terms of this Agreement; or (ix) the failure in and of itself of the Vendor or the Corporation to meet any internal or published projections, forecasts or guidance estimates of production, costs, revenues, earnings or cash flows of the Vendor or the Corporation or of any securities analysts, it being understood that the causes underlying such failure may be taken into account in determining whether a Corporation Material Adverse Effect has occurred; provided, however, that such changes, effects, events, occurrences, circumstances or states of fact referred to in clause (ii), (iii), (iv), (v), (vi) or (vii) above does not disproportionately adversely affect the Corporation compared to other companies or entities of similar size operating in the mining industry.
Corporation Material Adverse Effect means an event or circumstance that, individually or in the aggregate, results in, or would reasonably be expected to result in, (x) a material adverse effect on the business, properties, financial condition, or results of operations of Corporation and its Affiliates, or (y) the impairment or hindrance of, Corporation’s consummation of the transactions contemplated by this Agreement in any material respect; provided, however, that, none of the following, individually or in the aggregate, shall be deemed to constitute, give rise to, cause, or create a Corporation Material Adverse Effect under Clause (x): (a) entering into this Agreement or the announcement of the transactions contemplated by this Agreement; (b) any action or omission of Corporation under the terms of this Agreement or at the prior written request of Contributor; (c) changes in general market, economic, financial, or political conditions (including changes in commodity prices, fuel supply, or transportation markets, interests, or rates) in the area in which the assets and properties of Corporation and its Affiliates are located, the United States, or worldwide; (d) changes in conditions or developments generally applicable to the oil and gas industry in the area where the assets and properties of Corporation and its Affiliates are located; (e) acts of God, including hurricanes, tornados, storms, epidemics, pandemics or disease outbreaks (including the COVID-19 virus) or other naturally occurring events or phenomena; (f) civil unrest, any outbreak of disease or hostilities, terrorist activities or war, or any similar disorder; (g) a change in Laws and any interpretations thereof from and after the Closing Date; (h) any reclassification or recalculation of reserves in the ordinary course of business; (i) changes in service costs generally applicable to the oil and gas industry in the United States; (j) natural declines in well performance; (k) any change, in and of itself, in the market price or trading volume of Corporation Common Stock or any other securities of Corporation or any of its Affiliates (it being understood that the events or circumstances giving rise to or contributing to such change may be deemed to constitute, or may be taken into account in determining whether there has been or will be a Corporation Material Adverse Effect); and (l) any Legal Proceeding brought or threatened by Corporation Shareholders (whether on behalf of Corporation or otherwise) asserting allegations of b...
Corporation Material Adverse Effect means a material adverse effect on the Business, the Assets, the financial condition or results of operations of the Corporation and shall include any increase in the liabilities of the Corporation, after December 31, 2006, individually or in the aggregate, greater than 10% when compared to the Balance Sheet, and shall exclude adverse changes (a) resulting from general political, economic or market conditions that affect generally the industry and market in which the Corporation operates; and (b) in relationships with customers, suppliers and employees that directly result from the announcement of the proposed acquisition of the Acquisition Shares by Buyer and/or any of the transactions contemplated hereby.