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

  • If the Contractor gives written notice of his intention to terminate this Agreement as a result of a Material Company Breach, and such breach is not cured by the Company within 20 days after receipt of such notice, then Contractor may terminate this Agreement and the Company shall be obligated to pay the fees described in paragraph 9 until the end of the Initial Term and the Equity Consideration shall continue to vest in accordance with its terms.

  • If Recipient’s Consulting Agreement with the Company or an Affiliate is terminated by the Company or an Affiliate in the absence of a Material Contractor Breach (as defined in the Consulting Agreement), or is terminated by the Recipient because of a Material Company Breach (as defined in the Consulting Agreement), then the unvested Restricted Shares shall immediately and automatically vest in full.

  • If the Contractor exercises his right to terminate the Agreement, any obligation the Contractor may otherwise have under this Agreement shall cease immediately; provided that if the Contractor terminates this Agreement for any reason other than as a result of a Material Company Breach, then the Company shall have no further obligation to pay the fees described in paragraph 9 from the date the termination becomes effective and the Equity Consideration shall be forfeited.

  • If Recipient’s Consulting Agreement with the Company or an Affiliate is terminated by the Company or an Affiliate because of a Material Contractor Breach, or is terminated by Recipient in the absence of a Material Company Breach, then the unvested Restricted Shares shall cease vesting and be cancelled in accordance with Section 5 of this Agreement.

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 a 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 5.00 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 net profit 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 “Your” privacy statement, breach of a person’s right of publicity, wrongful collection, false light, intrusion upon a person’s seclusion, public disclosure of “Private Information”, or misappropriation of a person’s picture or name for commercial gain.

  • Terminating Acquiror Breach has the meaning specified in Section 10.01(c).

  • 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 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.

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • 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 shall have the meaning set forth in Section 4.16(a).

  • Material Owned Real Property means any Real Property, or group of related tracts of Real Property, acquired (whether in a single transaction or a series of transactions) or owned in fee by any Loan Party, in each case, in respect of which the fair market value (including the fair market value of improvements owned or leased by such Loan Party and located thereon) on such date of determination exceeds $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;