Material Adverse Change

Material Adverse Change. Means any change, event, condition, development or effect that, individually or in the aggregate, with all other changes, events, conditions, developments, and effects (i) is or could be reasonably expected to be materially adverse to the business, operations, assets, liabilities, results of operations or condition (financial or otherwise), or prospects of the Company and its Subsidiaries (if any), taken as a whole, or (ii) would be reasonably expected to prevent... consummation of the Agreement or the issuance and sale of the Senior Note, in each case other than general economic conditions. View More

Material Adverse Change. Shall mean a material adverse change in the business, operations, affairs, or condition (financial or otherwise) of the Company.

Material Adverse Change. Or "Material Adverse Effect" means a material adverse change in, or effect on, the business, assets (including intangible assets), financial condition or results of operations, taken as a whole, of Seller, Purchaser, or Parent, as applicable; provided, that none of the following (individually or in combination) will be deemed to constitute, or will be taken into account in determining whether there has been or would be, a Material Adverse Change or Material Adverse Effect: any event,... violation, inaccuracy, circumstance or other matter resulting primarily from or relating primarily to (directly or indirectly) (i) general economic changes in conditions affecting the industry in which the Seller or Purchaser, as applicable, participates or in the United States economy as a whole, except to the extent disproportionately affecting that party relative to other participants in that party's industry, or (ii) the announcement or pendency of the transactions contemplated by this Agreement. View More

Material Adverse Change. Any change, event or effect that is materially adverse to the operations or financial condition of the Company and its subsidiaries (taken as a whole); provided that the filing of the Prepackaged Proceeding shall not constitute a Material Adverse Change; and provided further that a change shall not be considered to be a Material Adverse Change if (x) its effect is not likely to last beyond the term of this Agreement; or (y) it arises from actions required to be taken by the Company pursuant to... this Agreement. View More

Material Adverse Change. Means (a) any general suspension of trading in securities on any national securities exchange or in the over-the-counter market in the United States of America; (b) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States of America; (c) any other limitation (whether or not voluntary) imposed by any governmental authority of the United States of America that materially affects the extension of credit by U.S. banks or other financial... institutions; (d) any material adverse change in the business, assets, condition (financial or otherwise) or prospects of the Company and its subsidiaries taken as a whole; or (e) a 10% or more decline in the Dow Jones Industrial Average, the Standard and Poor's Index of 500 Industrial Companies or the NASDAQ Composite Index, in each case from the date of an Initiating Request. View More

Material Adverse Change. Means, after the execution of this Agreement, any circumstance, change, effect, event, occurrence, state of facts or development, either alone or in combination that has had or is reasonably likely to have a short term or long term material adverse effect on the financial condition, business, property, assets, prospects, or operations of the Company or which would materially impair the Company's ability to perform its obligations under this Agreement or have a materially adverse effect on or... prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided that (i) if the Company ceases to be listed on the NYSE as set forth in paragraph number (4) in the definition of "Fundamental Change" (as defined in the 5.25% Indenture and the 5.50% Indenture) or (ii) if the Company's common stock is suspended from trading on the NYSE for 60 days as set forth in paragraph (5) in the definition of "Fundamental Change" (as defined in the 5.50% Indenture), it will not be deemed to constitute a Material Adverse Change. View More

Material Adverse Change. Is (a) a material impairment in the perfection, priority or enforceability of Note Agent's Lien in the Collateral (taken as a whole) or in the value of such Collateral (taken as a whole); (b) a material adverse change in the business, operations or financial condition of the Note Parties and their Subsidiaries, taken as a whole; (c) an event of default in the payment of any interest or principal on the Loans; (d) a material impairment in the Issuers' ability to make any payment of Obligations;... or (e) any warranty, representation or statement made or delivered by the Issuers to Note Agent or any Purchaser, now or in the future, shall be untrue or misleading in any material respect with respect to the Collateral (taken as a whole), the perfection, priority or enforceability of Note Agent's Lien in the Collateral (taken as a whole) or the financial statements delivered by the Issuers to Note Agent, when made or deemed to be made. View More

Material Adverse Change. Is (a) a material impairment in the perfection, priority or enforceability of Grace Bay's Lien in the Collateral (taken as a whole) or in the value of such Collateral (taken as a whole); (b) a material adverse change in the business, operations or financial condition of the Borrowers and their Subsidiaries, taken as a whole; (c) an event of default in the payment of any interest or principal (other than principal payments with respect to the Amortization Right during the Forbearance Period) on... the Loans; (d) a material impairment in the Borrowers' ability to make any payment of Obligations; or (e) any warranty, representation or statement made or delivered by the Borrowers to Grace Bay, now or in the future, shall be untrue or misleading in any material respect with respect to the Collateral (taken as a whole), the perfection, priority or enforceability of Grace Bay's Lien in the Collateral (taken as a whole) or the financial statements delivered by the Borrowers to Grace Bay, when made or deemed to be made. 4 View More

Material Adverse Change. Shall mean, with respect to Borrower, an event which causes a material adverse effect on the business, assets, operation or condition (financial or 1 otherwise) of such Borrower, or which otherwise changes in a materially adverse way any other facts, circumstances, or conditions which Lender has relied upon or utilized in entering into or performing this Note.

Material Adverse Change. Means any one or more changes, events or occurrences which, in either case, either individually or in the aggregate are material and adverse to the relevant business operation or party hereto, other than any change, effect, event or occurrence: (i) relating to the global economy or securities markets in general; (ii) affecting the worldwide gold mining industry in general and which does not have a materially disproportionate effect on EGI on a consolidated basis, or (iii) resulting from changes... in the price of gold in recognized markets; which general changes and market developments and amounts attributable thereto shall not be deemed to be relevant for the purpose of determining whether a "Material Adverse Change" has occurred or for purposes of any other determination of materiality for purposes of this Agreement. View More