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 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
To the Corporation’s Knowledge, there is no fact which the Corporation has not disclosed to the Investors or their counsel which would reasonably be expected to result in a Corporation Material Adverse Effect.
Other than the Permits listed on Schedule 5.18, there are no Permits, the loss or revocation of which would result in a Corporation Material Adverse Effect.
The Corporation has no liabilities of any nature (whether known or unknown and whether absolute or contingent), except for (a) liabilities shown on the Balance Sheet and (b) contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet and which would not, either individually or in the aggregate, have or result in a Corporation Material Adverse Effect.
Except as set forth under the Corporation's SEC Filings, if any, there is no legal, administrative, arbitration or other action or proceeding or governmental or investigation pending, or to the Corporation's knowledge, threatened against the Corporation, or any director, officer or employee of the Corporation in their capacities as such that (i) challenges the validity or performance of this Agreement or (ii) could reasonably be expected to have a Corporation Material Adverse Effect.
The Corporation is not in violation of, or default under, any material laws, judgments, injunctions, orders or decrees of any court, governmental department, commission, agency, instrumentality or arbitrator applicable to its business, other than any violations or defaults which, individually or in the aggregate, would not 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 any event, condition, circumstance, development or change that when considered either individually or in the aggregate, materially and adversely affects or could reasonably be expected to materially and adversely affect (a) the operations or the results of operations, prospects, condition (financial or otherwise) of the Corporation, (b) the Purchased Shares, (c) the Business, (d) the Property of the Corporation, or (e) the ability of Sellers to perform their obligations under this Agreement or to consummate the transactions contemplated hereby, which for greater certainty excludes any effect or change resulting from or relating to (i) changes in international or national general economic, business or political conditions (including capital market conditions), (ii) general changes or developments in the industries in which the Corporation operates, (iii) acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism, (iv) any pandemic, hurricane, tornado, flood, earthquake, natural disaster, act of God or other comparable events, including any complications associated with the COVID-19 Related Health Event, (v) actual or proposed changes in applicable Laws, (vi) changes in IFRS, (vii) any action required or permitted by this Agreement, or the transactions contemplated hereby, provided however, that in respect of each of clauses (i) to (vii), any such effect or change does not specifically relate to or disproportionately affect in an adverse manner the Corporation, the Purchased Shares, the Property of the Corporation or the Business relative to comparable entities operating in the industries in which the Corporation operates, or (viii) any public announcement of this Agreement.
Corporation Material Adverse Effect means a Material Adverse Effect in relation to the Corporation.
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.
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 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 any event, change, occurrence, effect, development, state of facts or circumstances that, individually or in the aggregate with other events, changes, occurrences, effects, developments, states of facts or circumstances has had, or would reasonably be expected to have, a material adverse effect on the business, assets, affairs, operations, condition (financial or otherwise) or results of operations or liabilities (contingent or otherwise and whether contractual or otherwise) of the Corporation and its subsidiaries taken as a whole; except any such event, change, occurrence, effect, development, state of facts or circumstances resulting from or arising in connection with: