Xxxxx Material Adverse Effect as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be materially adverse to the financial condition, results of operations or current or future business of Xxxxx and its subsidiaries, taken as a whole. Schedule 3.01 of the disclosure schedule delivered to Key by Xxxxx on the date hereof (the "Xxxxx Disclosure Schedule") sets forth, as of the date of this Agreement, a true and complete list of all Xxxxx'x directly or indirectly owned subsidiaries, together with (A) the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by Xxxxx or another subsidiary of Xxxxx, and (B) an indication of whether each such subsidiary is a "Significant Subsidiary" as defined in Section 9.03(g) of this Agreement. Neither Xxxxx nor any of its subsidiaries owns an equity interest in any other partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations or current or future business of Xxxxx and its subsidiaries, taken as a whole.
Xxxxx Material Adverse Effect means any event or condition that could reasonably be expected to have a material and adverse affect on the business, results of operation, financial condition or prospects of Xxxxx and its Subsidiaries taken as a consolidated whole; provided, however, that any such effect resulting from (i) any change in economic or business conditions generally, or (ii) any change in generally accepted accounting principles or interpretations thereof, shall not be considered when determining if a Xxxxx Material Adverse Effect has occurred.
Xxxxx Material Adverse Effect means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, prospects, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Xxxxx, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Xxxxx Shares following and reasonably attributable to the public announcement of the execution of this Agreement and the transactions contemplated hereby; (b) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (c) any change in IFRS occurring after the date hereof; (d) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (e) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (f) any natural disaster; provided, however, that with respect to clauses (b) to (f), such changes do not relate primarily to Xxxxx, or do not have a disproportionate effect on Xxxxx, compared to other companies of similar size and business, and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether an “Xxxxx Material Adverse Effect” has occurred;
Examples of Xxxxx Material Adverse Effect in a sentence
Xxxxx Material Adverse Effect (collectively, the “Benefit Plans”).
Xxxxx is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect (as defined in Section 8.9).
On the day of the challenge (Day 0), reserve participants may be asked to take the place of participants who do not continue to meet eligibility.
No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by Xxxxx or one of its Subsidiaries or, to the knowledge of Xxxxx, any other party thereto under any Xxxxx Material Contract or result in a right of termination of any Xxxxx Material Contract, except for any condition or event that would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.
Jardine pointed out there is updated TCPB rosters in the folder, so please take one, and she will e-mail the Zoning Practice issues to the Board.
More Definitions of Xxxxx Material Adverse Effect
Xxxxx Material Adverse Effect as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be reasonably likely to be materially adverse to the assets, liabilities, financial condition, results of operations or current or future business of Xxxxx and its subsidiaries, taken as a whole. Schedule 3.01 of the disclosure schedule delivered to Carpatsky by Xxxxx and attached hereto and made a part hereof (the "Xxxxx Disclosure Schedule") sets forth, as of the date hereof, a true and complete list of all Xxxxx'x directly or indirectly owned subsidiaries, together with (A) the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by Xxxxx or another subsidiary of Xxxxx, and (B) an indication of whether each such subsidiary is a "Significant Subsidiary" as defined in Section 9.03(g) of this Agreement. Except as set forth in Schedule 3.01 to the Xxxxx Disclosure
Xxxxx Material Adverse Effect has the meaning set forth in Section 3.1 of this Agreement.
Xxxxx Material Adverse Effect means any change, effect, event or occurrence that, individually or taken together with any other change, effect, event or occurrence, is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, capitalization or business of Xxxxx, or would reasonably be expected to prevent, materially delay or materially impair the ability of Xxxxx to consummate the transactions contemplated by this Agreement; provided, however, that a Xxxxx Material Adverse Effect shall not include an adverse change or adverse effect resulting from a change, effect, event or occurrence: (i) which arises out of or in connection with a matter that has been disclosed in writing to Carpincho or its representatives by Xxxxx or its representatives prior to the date of this Agreement; or (ii) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada unless, with respect to clause (ii), such matter has a materially disproportionate effect on Xxxxx relative to comparable entities operating in the industries in which Xxxxx operates. References in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a “Xxxxx Material Adverse Effect” has occurred;
Xxxxx Material Adverse Effect means a "Material Adverse Effect" as such term is defined in the Xxxxx Purchase Agreement.
Xxxxx Material Adverse Effect means a Material Adverse Effect of Xxxxx, a “Pubco Material Adverse Effect” shall mean a Material Adverse Effect of Pubco and/or the Pubco Entities and a “Resulting Issuer Material Adverse Effect” shall mean a Material Adverse Effect of the Resulting Issuer;
Xxxxx Material Adverse Effect as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be reasonably likely to be materially adverse to the assets, liabilities, financial condition, results of operations or current or future business of Xxxxx and its subsidiaries, taken as a whole. Schedule 3.01 of the disclosure schedule delivered to Carpatsky by Xxxxx and attached hereto and made a part hereof (the "Xxxxx Disclosure Schedule") sets forth, as of the date hereof, a true and complete list of all Xxxxx'x directly or indirectly owned subsidiaries, together with (A) the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by Xxxxx or another subsidiary of Xxxxx, and (B) an indication of whether each such subsidiary is a "Significant Subsidiary" as defined in Section 9.03(h) of this Agreement. Except as set forth in Schedule 3.01 to the Xxxxx Disclosure Schedule, neither Xxxxx nor any of its subsidiaries owns an equity interest in any other partnership or joint venture arrangement or other business entity that is material to the assets, liabilities, financial condition, results of operations or current or future business of Xxxxx and its subsidiaries, taken as a whole.
Xxxxx Material Adverse Effect means any change, circumstance, occurrence or development that, individually or in the aggregate, has a material adverse effect on (A) the financial condition, businesses or results of operations of the Xxxxx Contributed Business, taken as a whole, excluding any change, state of facts, circumstance, event or effect to the extent caused by or resulting from (i) the announcement or pendency of this Agreement and the transactions contemplated hereby, (ii) changes in economic, market, business, regulatory or political conditions (including acts of terrorism, sabotage, war, the commencement, continuation or escalation of armed hostilities or other material national or international calamity) generally or global financial markets, (iii) changes, circumstances or events generally affecting the industries in which the Xxxxx Contributed Business operates, (iv) changes in GAAP or any guidance relating thereto or interpretation thereof following the date hereof, or (v) the mere failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, except in the case of the foregoing clauses (ii), (iii) and (iv) to the extent those changes, state of facts, circumstances, events, or effects have a materially disproportionate effect on the Xxxxx Contributed Business relative to other companies operating in industries in which the Xxxxx Contributed Business operates, and except in the case of the foregoing clause (v) to the extent that any of those changes, state of facts, circumstances, events or effects that caused such failure to meet internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, would itself constitute a Xxxxx Material Adverse Effect, and/or (B) the ability of Xxxxx to perform its obligations under this Agreement.