Material Act or Fact definition

Material Act or Fact means any decision by the Controlling Shareholder(s), resolution of the general meeting or of the Company’s management bodies or any other act or fact of a political-administrative, technical, business or economic-financial nature that occurred or related to its business that may influence to a certain extent (i) the perception of the Company's value; (ii) the quotation of the Securities; (iii) the decision of investors to buy, sell or hold those Securities; or (iv) the decision of investors to exercise any rights inherent to the condition of the Securities.
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Material Act or Fact means any decision of a Controlling Shareholder, resolution of the shareholders’ meeting or management bodies of the Company, or any other political/administrative, technical, trading or economic/financial fact or act that may have occurred or relates to the business of the Company that may have a material effect: (a) on the quotation of Securities of the Company; (b) on the decision of investors to purchase, sell or keep such Securities; or (c) on the decision of investors of exercising any rights relating to their status as holder of Securities, which may include, without limitation, the examples of potentially Material Facts or acts listed in the exhibit of the Disclosure Policy.
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Material Act or Fact means any (i) decision taken by the Controlling Shareholders; (ii) resolution of shareholders’ meeting or Board of Directors’ meeting; or (iii) any other act or fact of political and administrative, technical, commercial or economic and financial nature occurred in or related to the Company’s activities that may reasonably affect: (a) the price of Securities or those related to them; (b) the investors’ decision to purchase, sell or hold such Securities; or (c) the investors’ decision to exercise any rights inherent to the status of holder of the Securities or those related to them.
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Examples of Material Act or Fact in a sentence

  • Information classified as a Material Act or Fact, and that is not directly related to financial information not yet disclosed, must continue to be disclosed normally to the market in accordance with this Policy.

  • For the purposes of this Policy, the mere search for investment or business opportunities by the Company, its Subsidiaries or Affiliates will not constitute a Material Act or Fact, even if this involves the signing of confidentiality agreements, which must be kept in the strictest confidence by the Related Persons.

  • If, following approval of the buyback program, a fact that fits any of the above cases occurs, BRF will immediately suspend operations involving shares that it has issued until the respective Material Act or Fact has been disclosed.

  • If the existence of a Material Act or Fact is verified, the Investor Relations Officer may establish a blackout period, without being obliged to present any justification, until this Material Act or Fact has been duly reported to the market.

  • It is BRF’s policy not to comment on rumors or speculation originating in the market, except in situations in which such rumors or speculation refer to a Material Act or Fact that has escaped the Company´s control or causes unusual volatility in the price or trading volume of the Company’s Securities, when they will be immediately disclosed in the form of item 3.4 above.

  • In the case of the controlling shareholders of the Company, the requirement to inform the FVP of said Material Act or Fact subsists only in the event the Material Act or Fact is related to Company operations.

  • The Company will immediate disclose any of the situations described in items 3.1 to 3.3, even though they are not characterized as a Material Act or Fact, if their existence is leaked to the market and results in any unusual fluctuation in the price or trading volume of the Company’s Securities.

  • The disclosure of a Material Act or Fact must take place simultaneously on all the markets where BRF’s Securities are traded, whenever possible before the start or after the end of trading on Stock Exchanges and/or the OTC Market located in Brazil or abroad.

  • If, after the approval of the repurchase program, any one of the three cases outlined above occurs, the Company will immediately suspend operations with its stock until the disclosure of the respective Material Act or Fact.

  • Whenever possible, disclosure of a Material Act or Fact will be made before the opening or after the closing of trading on the Stock Exchanges in Brazil or abroad, but preferably after the close of these trading sessions.


More Definitions of Material Act or Fact

Material Act or Fact. : means any decision made by the Controlling Shareholders, resolution made by the annual meeting or the Company’s management, or any other act or fact of a political-administrative, technical, transactional or economic-financial nature, occurred or related to the businesses of the Company and that might significant effect any of the following: (i) trading price of Securities; (ii) any decision of investors towards purchasing, selling or keeping such Securities; or (c) decision of investors towards exercising any rights inherent in the capacity of holder of Securities. It is also considered as Material Act or Fact the cases set forth in art. 2 of CVM Instruction 358/02.
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Material Act or Fact means any decision of the Controlling Shareholder, resolution of the shareholders’ meeting or of the management bodies of the Company, or any other political-administrative, technical, business or economic- financial act or fact that occurred or is related to its business and that may significantly affect: (a) the quote of the securities issued by the Company or securities referenced thereto; (b) the decision of investors to purchase, sell or maintain such securities; and (c) the decision of investors to exercise any rights inherent to their condition as holders of securities issued by the Company or referenced thereto, primarily taking into account, without limitation, acts or facts included in Annex II hereto.
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Material Act or Fact means any information related to Fleury S.A. capable of influencing the price of its Securities and that has not yet been disclosed to the public under the terms of section 155, § 1 of Law 6,404/76 and section 2 of CVM Instruction 358/02.
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Related to Material Act or Fact

  • Material Facts shall have the meaning set forth in Section 2.3.6(a).

  • material fact has the meaning ascribed thereto in the Securities Act;

  • Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.

  • Material Financial Relationship means a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.

  • Dishonest or Fraudulent Act means any dishonest or fraudulent act, including “larceny and embezzlement” as defined in Section 37 of the Investment Company Act of 1940, committed with the conscious manifest intent (1) to cause the Insured to sustain a loss and (2) to obtain financial benefit for the perpetrator or any other person (other than salaries, commissions, fees, bonuses, awards, profit sharing, pensions or other employee benefits). A Dishonest or Fraudulent Act does not mean or include a reckless act, a negligent act, or a grossly negligent act.

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;

  • believe refers to the good faith belief of each of those lawyers. Based solely upon oral telephonic advice from one or more members of the Commission’s staff, we inform you that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. We are not representing the Company, the Partnership or any Subsidiary in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Agreement. EXHIBIT 7(n)(i) Further, we confirm to you that the Registration Statement, as of its effective time and date, and the Prospectus, as of the date of the Prospectus, appeared to us on their face to be responsive in all material respects to the requirements of the form on which the Registration Statement was filed, as well as the applicable requirements of Regulation C under the Securities Act, except that the foregoing statement does not address any requirement relating to financial statements and related notes, financial statement schedules or financial or accounting data contained in the Registration Statement or the Prospectus. This letter is furnished by us as counsel for the Company to you in connection with the Agreement and is solely for your benefit in connection with the issuance to you of the Shares, and may not be relied on for any other purpose by you or anyone else. EXHIBIT 7(n)(i) Exhibit 7(n)(ii) FORM OF TAX OPINION OF XXXXXXX PROCTER LLP TO BE DELIVERED PURSUANT TO SECTION 7(n)(i) Ladies and Gentlemen: We have acted as counsel for DiamondRock Hospitality Company, a Maryland corporation (the “Company”), in connection with the Company’s automatic shelf registration statement on Form S-3, as amended by a post-effective amendment filed on March 9, 2009 (File No. 333-157753) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 6, 2009, as amended by the prospectus supplement dated July 27, 2009 (as so amended or supplanted, the “Registration Statement”), and sale by the Company through Cantor Xxxxxxxxxx & Co (“CF&Co), in one or more offerings, of up to $75,000,000 aggregate maximum offering price of shares of common stock, $0.01 par value per share (the “Shares”), of the Company pursuant to the sales agreement dated July 27, 2009 (the “Sales Agreement”) among the Company, DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and CF&Co. This opinion letter addresses the Company’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), the classification of the Operating Partnership for federal income tax purposes, and the accuracy of certain matters discussed in the Registration Statement under the heading “Federal Income Tax Considerations Related to our REIT Election” and in the prospectus supplement under the heading “Supplement to Federal Income Tax Considerations.”

  • Material Financial Obligations means any Debt and/or Derivatives Obligation of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, the principal or face amount (with respect to Debt) or Settlement Amount (with respect to Derivatives Obligations, after giving effect to any netting arrangements) of which exceeds in the aggregate $100,000,000.

  • Material date means the date of publication of notification of various controlled area declared as under:-

  • Corrupt practices means the offering, giving, receiving or soliciting of anything of value to influence the action of a Government official in procurement process or in contract execution: and

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Form 4224 means Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) of the Department of the Treasury of the United States of America (or in relation to either such Form such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America to document a claim to which such Form relates).

  • Material Action means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

  • Anti-Money Laundering and Anti-Terrorism Laws shall have the meaning assigned thereto in Section 3.1(f)(i).

  • Controlled Entities means those entities (including special purpose entities) over which another party has the power to govern, directly or indirectly, decision making in relation to financial and operating policies, so as to require that entity to conform with such controlling party’s objectives;

  • Predecessor act means an act or part of an act repealed by this act, or an act or part of an act repealed by an act that this act repeals.

  • Material Group Company means the Issuer or a Subsidiary representing more than 10.00 per cent. of either (i) the total assets of the Group on a consolidated basis (for the avoidance of doubt, excluding any intra-group transactions) or (ii) the EBITDA of the Group on a consolidated basis according to the latest Financial Report.

  • Parent ERISA Affiliate means any entity that is considered a single employer with Parent under Section 414 of the Code.

  • Fair Labor Standards Act means the Fair Labor Standards Act, 29 U.S.C. §201 et seq.

  • Medicare Regulations means, collectively, all Federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including Health and Human Services (“HHS”), CMS, the Office of the Inspector General for HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

  • Bribery Act means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning this legislation;

  • Anti-Corruption and Anti-Bribery Laws means the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations thereunder, or any other applicable United States or foreign anti-corruption or anti-bribery Laws.

  • UK Bribery Act means the Xxxxxxx Xxx 0000 of the United Kingdom, as amended, and the rules and regulations thereunder.

  • Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

  • PBR Act means the Plant Breeder’s Rights Xxx 0000 (Cth) as amended from time to time.

  • Occupational dose means the dose received by an individual in the course of employment in which the individual’s assigned duties involve exposure to radiation or to radioactive material from licensed or unlicensed and registered or unregistered sources of radiation, whether in the possession of the licensee, registrant, or other person. Occupational dose does not include dose received from background radiation, from any medical administration the individual has received, from exposure to individuals administered sources of radiation or radioactive material and released in accordance with 641—subrule 41.2(27), from voluntary participation in medical research programs, or as a member of the public.