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 means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.
believe estimate," "plans," "expect," "intend" and similar expressions, as they relate to Mediscience Technology Corp. or the management of the corporate organization, identify forward-looking statements. Any forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to our management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors, such as those disclosed under "Risk Factors," including, but not limited to, our plans to develop our PhotonX(TM) products, engage in pre-clinical testing and clinical trials, seek FDA approval, develop manufacturing/marketing alliances, pricing pressures, finance and administrative functions, competitive factors and, changes in legal and regulatory requirements, general economic conditions and our planned use of the proceeds of this Offering. Any forward-looking statements reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. MEDISCIENCE TECHNOLOGY CORP. ACCREDITED INVESTOR SUITABILITY QUESTIONNAIRE THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO MEDISCIENCE TECHNOLOGY CORP. WITH THE DELIVERY OF A SUBSCRIPTION AGREEMENT INSTRUCTIONS: If the answer to any questions is "None" or "Not Applicable", please state so. Your answers will, at all times, be kept strictly confidential; however, each organization which agrees to purchase any Units of the Company and agrees that the Company may present this Questionnaire to such persons as they deem appropriate in order to insure themselves that the offer and sale of Units of the Company (sometimes referred to as the "CP") to you will not result in violation of the exemption from registration under the Securities Act of 1933, as amended, and the securities laws of certain states, which is being relied upon by the Company in connection with the sale. (Print or type your responses)
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);
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.
Fair Labor Standards Act means the Fair Labor Standards Act, 29 U.S.C. §201 et seq.
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;
Material adverse fact means an adverse fact that a party indicates is of such significance, or that is generally recognized by a competent licensee as being of such significance to a reasonable party, that it affects or would affect the party's decision to enter into a contract or agreement concerning a transaction or affects or would affect the party's decision about the terms of such a contract or agreement. An "Adverse Fact" means a condition or occurrence that is generally recognized by a competent licensee as significantly and adversely affecting the value of the property, significantly reducing the structural integrity of improvements to real estate, presenting a significant health risk to occupants of the property, or information that indicates that a party to a transaction is not able to or does not intend to meet his or her obligations under a contract or agreement made concerning the transaction.
Material means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.
Ministerial acts means those acts that a licensee may
Corrupt and Fraudulent Practices means either one or any combination of the practices given below;