Material Company Breach definition

Material Company Breach means the Company materially breaches any provision of any Transaction Document and fails to cure such breach, in the event such breach is curable, within five (5) days following written notice thereof from any Investor.
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Material Company Breach means (a) (i) the Company breaches Section 2.01, 2.02, 2.03, 2.04 or 2.08 hereof, (ii) the Company fails to declare and pay in full all unpaid dividends when due as required by Section 4 of the Series C Certificate of Amendment or Section 4 of the Series D Certificate of Amendment, (iii) the Company fails to effect any conversion as required by Section 6 of the Series C Certificate of Amendment or redemption as required by Section 9 of the Series D Certificate of Amendment, (iv) the Company fails to effect any Change of Control Exchange as required by Section 8 of the Series C Certificate of Amendment or any Change of Control Repurchase as required by Section 8 of the Series D Certificate of Amendment, (v) the Company breaches its obligations under Section 10, 11 or 12 of the Series C Certificate of Amendment or (vi) the Company breaches Section 11 or 12 of the Series D Certificate of Amendment and (b) the Company fails to cure any such breach, in the event such breach is curable, within fifteen (15) Business Days following written notice thereof from the Investor.
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Material Company Breach means the Company’s failure to make the payments required under paragraph 9 within 30 days of such payment being due.
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Examples of Material Company Breach in a sentence

  • We may be required to pay to Parent its reasonable and documented out-of-pocket fees and expenses (including legal fees and expenses) of up to $2,000,000 if (a) Parent effects a Material Company Breach Termination due to our willful breach and (b) Parent is not entitled to the Company Termination Fee.

Related to Material Company Breach

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Material Company means, at any time:

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Material Contact means personal contact or the supervision of the efforts of those who have direct personal contact with Customers, Customer Prospects, or Vendors in an effort to initiate or further a business relationship between the Company and such Customers, Customer Prospects, or Vendors.

  • 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.

  • Material Restricted Subsidiary any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not constitute Material Subsidiaries.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

  • Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

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

  • Significant change means a major decline or improvement in the tenant’s status which does not normally resolve itself without further interventions by staff or by implementing standard disease-related clinical interventions that have an impact on the tenant’s mental, physical, or functional health status.

  • 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 Consents as defined in Section 7.3.

  • Company Subsidiary means any Subsidiary of the Company.

  • Parent Material Contract has the meaning set forth in Section 4.20(a).

  • Material Owned Real Property means any Mine or other real property, in each case, owned or acquired in fee by any Loan Party having a fair market value in excess of $1,000,000.

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Casualty has the meaning set forth in Section 14.1.1.

  • Material Permits shall have the meaning ascribed to such term in Section 3.1(m).