Significant Adverse Change definition

Significant Adverse Change is understood to be any fact, circumstance or event which significantly affects or may affect the situation (financial or otherwise), activity, assets, liabilities (contingent or otherwise), cash flow, operating earnings, capital stock, economic, commercial, legal and/or financial situation or projections of the Company.
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Significant Adverse Change means a circumstance or event of any nature that (i) adversely and materially affects the operation, financial or legal condition, operations, results or business of the Project, of the Borrower in relation to the Project, of the Solidarity Obligors, of Murano PV and/or of Xx. Xxxxx Xxxxx Cababie and, consequently, the capacity of any of said parties to comply with their respective obligations in terms of this Agreement, or (ii) has an impact on the assets of the Credited in relation to the Project or in the assets of the Solidarity Obligors for an amount equivalent to at least 10% (ten percent) of the Credit.
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Significant Adverse Change means a change, event or circumstance which or up to 3 separate changes, events and circumstances which, in aggregate: (i) cause or would be reasonably likely to cause production volumes of graphic paper in respect of the Biberist Mill, Xxxxxx Mill, Kirkniemi Mill, and Stockstadt Mill to cease or be reduced by 200,000 tonnes (in aggregate) over a period of 12 months from the date of such change, event or circumstance; or (ii) lead or would be reasonably likely to lead to a liability in respect of the Graphic Paper Business as a whole, which would have to be settled in cash, having a net present value in excess of €110,000,000 from the date of such change, event or circumstance;
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Examples of Significant Adverse Change in a sentence

  • Within 5 (five) Business Days following the summons or notification of any action, demand or procedure in which the Borrower and/or the Joint Obligors are parties and that may result in a Significant Adverse Change, a document signed by an attorney-in-fact.

  • Respective provision, in the absence of a fortuitous event or force majeure, a Cause of Early Maturity or a Significant Adverse Change that requires the analysis and prior authorization of Sabcapital's risk area, as well as the authorization of its internal corporate bodies.

  • Maintain and conduct its accounting records to truthfully reflect its financial position and the results of its operations, in accordance with the NIFs, except for those non-compliances or violations that do not result in a Significant Adverse Change, and have the annual accounts audited by a firm of independent public accountants of recognized prestige.

  • Except as stated in the document attached to this Agreement as Annex D, it is not aware of any threat regarding any legal or administrative action or proceeding or any other legal nature against it or any of its properties, before any court, governmental entity, or arbitrator that may result or could have as a consequence a Significant Adverse Change, or that may affect the legality, validity, or enforceability of this Agreement and/or any of the Credit Documents and/or the Guarantee Documents.


More Definitions of Significant Adverse Change

Significant Adverse Change. Refers to any change that has a significant adverse impact on the financial status, business or property,operating results, business prospects or assets of each target company as a whole;
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Related to Significant Adverse Change

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Business Material Adverse Effect means a material adverse effect on the Company, condition (financial or otherwise), properties, prospects, operations or results of operation of the Business or the ability of the Company, SBEEG or the Manager to perform its obligations as contemplated in this Agreement or any Related Agreement.

  • Company Material Adverse Effect means any event, change or effect that fundamentally and adversely affects the ability of the Company and its Subsidiaries, taken as a whole, to own the Assets and operate the Business or otherwise materially and adversely effects the financial condition of the Company or the Business as reflected on the pro forma consolidated statements included in the Proxy Statement that give effect to the Sale; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) any failure by the Company to meet internal projections or forecasts or published revenue or earnings predictions for any period ending on or after the date of this Agreement; (b) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industries in which the Company participates, the U.S. economy as a whole, or foreign economies in any locations where Company or any of its Subsidiaries has material operations or sales; (c) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in GAAP or any change in applicable Laws or the interpretation thereof; or (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to actions required to be taken under applicable Laws (other than the adoption of Laws which prevent the Company from conducting the Business generally); (ii) "Purchaser Material Adverse Effect" shall mean any event, change or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), liabilities (including contingent liabilities), business, operations or results of operations of Purchaser and its subsidiaries, taken as a whole; and (iii) "Gilat Material Adverse Effect" shall mean any event, change or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), liabilities (including contingent liabilities), business, operations or results of operations of Gilat Israel and its subsidiaries, taken as a whole. Notwithstanding the foregoing, with respect to each of the Parties and after the date hereof, (i) changes or effects which are primarily and directly caused by the execution and delivery of this Agreement or the announcement of the transactions contemplated hereby and (ii) changes in the market price or trading volume of a Parties' publicly traded securities, shall not constitute a Company Material Adverse Effect, Purchaser Material Adverse Effect or Gilat Material Adverse Effect, as the case may be (it being understood that in any controversy concerning the applicability of this proviso, the Party claiming the benefit of this proviso shall have the burden of proof with respect to the elements of such proviso). In this Agreement, the words "aware," "knowledge" or similar words, expressions or phrases with respect to a Party means such Party's actual knowledge after reasonable inquiry of officers and directors of such Party and its subsidiaries reasonably believed to have knowledge of the relevant matters.

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent or any Lender to enforce the Loan Documents.

  • Parent Material Adverse Effect means any event, occurrence, fact, condition, change, development or effect that would (i) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or (ii) otherwise materially adversely affect the ability of Parent or Merger Sub to perform their respective obligations hereunder.

  • Investor Material Adverse Effect means, with respect to a particular Investor, any fact, event, circumstance, change, occurrence, effect or condition which has had or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, occurrences, effects or conditions, a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement.

  • Serious Adverse Event means any adverse event that led to any of the following:

  • Materially Adverse Effect means (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

  • Acquiror Material Adverse Effect means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of Acquiror and the Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the Acquiror Stockholder Redemptions or the failure to obtain the Acquiror Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Purchaser Material Adverse Effect means any material adverse change in or material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.