Specified Product Material Adverse Effect definition

Specified Product Material Adverse Effect means any change that has a material adverse effect on the Specified Assets taken as a whole, except for any such changes resulting from (and such changes shall not be taken into account when determining whether a Specified Product Material Adverse Effect has occurred): (a) changes arising from or relating to the announcement or pendency of the transactions contemplated by the Agreement; (b) changes in the industries in which Seller operates or in the U.S. or global economy as a whole; (c) general conditions in the financial markets, and any changes therein (including any changes arising out of acts of terrorism, war, the COVID-19 pandemic or any other endemic or pandemic, weather conditions or other force majeure events); (d) changes or prospective changes in Legal Requirements or GAAP (or any interpretations of such Legal Requirements or GAAP) applicable to the Specified Assets; (e) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself; (f) the taking of any action expressly required to be taken pursuant to this Agreement; (g) any of the items identified in the Disclosure Schedule; (h) changes with respect to pricing, coding, coverage or reimbursement by any insurance provider or other commercial entity or any governmental payor whether stemming from United States healthcare initiatives or otherwise; (i) the public announcement of the execution or delivery of the Agreement or the pendency of the transactions contemplated by this Agreement or any resulting negative relationship in Seller’s or any of the Specified Affiliates’ relationships with any of its customers, suppliers, distributors or other business partners; (j) changes in the composition, number or identity of the Specified U.S. Employees or Specified EU Employees; (k) seasonal fluctuations affecting the Specified Business; (l) the bankruptcy, insolvency or other financial distress of any customer, supplier or collaboration partner; (m) any manufacturing defects, delays, or shutdowns, including stockouts, that affect the supplies of the Specified Business; or (n) any changes with respect to or resulting from the termination of the employment of the Specified EU Employees pursuant to the terms of this Agreement.
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Specified Product Material Adverse Effect means any event, change, circumstance, condition or effect (collectively, “Changes”) which has had, or would reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the Specified Assets, taken as a whole; provided that, for purposes of determining whether a Specified Product Material Adverse Effect has occurred, none of the following Changes shall be taken into account: (a) Changes arising from or related to the execution and delivery of this Agreement or the announcement, or pendency, of the transactions contemplated by the Agreement; (b) Changes in the economic, business, industry or financial environment generally affecting the industries in which Seller operates or in the U.S. or global economy as a whole; (c) Changes in the general conditions of the financial markets (including the securities, credit, financial or other capital markets) in the United States or elsewhere in the world, including changes in interest rates; (d) acts of terrorism, war, the COVID-19 pandemic or any other endemic or pandemic, weather conditions or other force majeure events; (e) changes or prospective changes in Legal Requirements or GAAP (or any interpretations of such Legal Requirements or GAAP) applicable to the Specified Assets; (f) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself (provided that any underlying cause of the foregoing may be taken into account); or (g) the taking of any action expressly required to be taken pursuant to this Agreement, except that, in each case with respect to subclauses (b), (c) (d) and (e), to the extent the Change has a disproportionate effect on the Operation or the Specified Assets relative to other participants in the same industry as Seller (in which case solely the incremental disproportionate impact may be taken into account in determining whether there has been a Specified Product Material Adverse Effect).
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Specified Product Material Adverse Effect. “Chosen Courts” has the meaning set forth in Section 9.3. “Claim Notice” has the meaning set forth in Section 8.5(a). “CLIN” means Contract Line Item Number within the meaning of the Federal Acquisition Regulation (Chapter 1 of Title 48 of the Code of Federal Regulations). “Closing” has the meaning set forth in Section 1.9. “Closing Date” has the meaning set forth in Section 1.9. “Closing Purchaser Certificate” has the meaning set forth in Section 6.7(b). “Closing Seller Certificate” has the meaning set forth in Section 5.4(b). “Code” means Internal Revenue Code of 1986, as amended. “Commercially Reasonable Efforts” means [***]. “Compound” means: (a) Brincidofovir; (b) any Converting Compound other than Brincidofovir; (c) any metabolite of any of the compounds described in the preceding clauses “(a)” and “(b)”; (d) any prodrug, conjugate or complex of any of the compounds described in the preceding clauses “(a)”-“(c)”; or (e) any salt, free acid/base, solvate, enantiomer, isomer, hydrate, ester, racemate or polymorphic form of any of the compounds described in the preceding clauses “(a)”-“(d)”. “Confidential Information” has the meaning set forth in Section 4.9(b)(iii). “Confidentiality Agreement” means the Mutual Confidential Disclosure and Non-Use Agreement between Seller and Purchaser, effective as of February 1, 2021, as amended by the First Amendment thereto, effective as of February 1, 2021. “Consent” means any (a) consent, approval, authorization, waiver, permission, clearance, or registration issued, granted, given, or otherwise made available by any Governmental Entity or Person and (b) right under any contract with any Governmental Entity. Consent shall not include the BARDA Consent or approval of the novation of the BARDA Contract. “Converting Compound” means a pharmaceutically active compound that is converted in vivo into the active moiety cidofovir diphosphate. Without limiting the generality of the foregoing, Brincidofovir is a Converting Compound. “Copyrights” has the meaning set forth in Section 2.3(a)(i).
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Examples of Specified Product Material Adverse Effect in a sentence

  • Since December 31, 2021, and through the date hereof, (i) there has not been any event, occurrence or development which has had or would reasonably be expected to have a Specified Product Material Adverse Effect, and (ii) except with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and discussions with BARDA regarding the BARDA Contract, Seller has caused the Operation to be conducted in the ordinary course of business consistent with past practices.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred and be continuing.

  • Except as expressly contemplated by this Agreement or as set forth on Part 2.16 of the Disclosure Schedule, since February 16, 2018, (a) Seller has conducted its Specified Business only in the ordinary course of business consistent with past practice, and (b) there have not been any events, facts, conditions, occurrences, effects or changes that have resulted, individually or in the aggregate, in a Specified Product Material Adverse Effect.

  • Since the date of this Agreement, there shall not have occurred a continuing event or circumstance, which, individually or in the aggregate, would constitute a Specified Product Material Adverse Effect.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred.


More Definitions of Specified Product Material Adverse Effect

Specified Product Material Adverse Effect means [*].
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Specified Product Material Adverse Effect or a derivative thereof, such qualification will be ignored and deemed not included in such representation or warranty for the purposes of (i) calculating the amount of Damages indemnifiable under this Section 8 with respect to such breach or inaccuracy and (ii) determining whether there has been a breach or inaccuracy of such representation or warranty for purposes Section 8. 8.7
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Related to Specified Product Material Adverse Effect

  • Target Material Adverse Effect any Effect that (a) would reasonably be expected to prevent or materially impair the ability of the Company or any of its subsidiaries to consummate the Merger and the other transactions contemplated by the Merger Agreement, or (b) has a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole; provided, that in the case of the foregoing clause (b), no Effect to the extent resulting from or arising out of any of the following shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (i) changes in general economic or political conditions or financial, credit or securities markets in general (including changes in interest or exchange rates) in any country or region in which the Company or any of its subsidiaries conducts business; (ii) any Effects that affect the industries in which the Company or any of the Company’s subsidiaries operate; (iii) any changes in Legal Requirements applicable to the Company or any of the Company’s subsidiaries or any of their respective properties or assets or changes in GAAP, or any changes in interpretations of the foregoing; (iv) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any acts of war, armed hostilities, sabotage or terrorism; (v) the negotiation, announcement or existence of, or any action taken that is required or expressly contemplated by the Merger Agreement and the transactions contemplated thereby (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, employees, investors, or venture partners) or any action taken by the Company at the written request of or with the written consent of Parent; (vi) any changes in the credit rating of the Company or any of its subsidiaries, the market price or trading volume of shares of Common Stock or any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period, it being understood that any underlying event causing such changes or failures in whole or in part may be taken into account in determining whether a Target Material Adverse Effect has occurred; (vii) any litigation arising from allegations of a breach of fiduciary duty relating to the Merger Agreement or the transactions contemplated by the Merger Agreement; or (viii) any weather-related events, earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional calamity, in each case of clauses (i), (ii), (iii), (iv) or (viii), to the extent such Effects, escalation or worsening do not have a materially disproportionate adverse impact on the Company and its subsidiaries relative to other companies operating in the geographic markets or segments of the industry in which the Company and its subsidiaries operate. Capitalized terms used in the above definition (other than “Merger Agreement” and “Target Material Adverse Effect”) shall have the meanings set forth in the Merger Agreement as in effect on June 16, 2016.

  • SPAC Material Adverse Effect (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any matter set forth on, or deemed to be incorporated in, Section 1.1SMAE of the SPAC Disclosure Letter, (g) any Events that are cured by SPAC prior to the Acquisition Closing, (h) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or SPAC Warrants (provided that the underlying causes of such changes referred to in this clause (h) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (i) any worsening of the Events referred to in clauses (b), (d), (e) or (f) to the extent existing as of the date of this Agreement; provided, however, that in the case of each of clauses (b), (d) and (e), any such Event to the extent it disproportionately affects SPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to SPAC, the amount of SPAC Share Redemptions or the failure to obtain SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect;

  • Investor Material Adverse Effect means any effect, change, event or occurrence that would prevent or materially delay the consummation by the Investors of any of the Transactions on a timely basis.

  • Parent Material Adverse Effect means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair (i) the consummation by Parent or Merger Sub of any of the Transactions on a timely basis or (ii) the compliance by Parent or Merger Sub with its obligations under this Agreement.

  • Seller Material Adverse Effect means any event, change, fact, development, circumstance, condition or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions or occurrences, would or would be reasonably likely to materially impair the ability of Seller or its Affiliates to perform any of its obligations or to consummate any of the transactions under the Transaction Documents or otherwise materially threaten or materially impede Seller’s or its Affiliates’ consummation or performance of the transactions or obligations under the Transaction Documents.