Material Adverse Development Clause Samples

Material Adverse Development. There shall not have occurred any event or occurrence which results in or would reasonably be likely to have a Material Adverse Effect on the Company.

Material Adverse Development. The Company agrees that immediately upon it or any of its officers becoming aware of any development or other information that would reasonably be expected to result in a Material Adverse Effect, it shall give to the Noteholders telephonic or facsimile notice of the nature of such development or information and such anticipated effect. In addition, if such notice is verbal, it shall be confirmed by written notice thereof to the Noteholders on the next Business Day after such verbal notice is given.

Material Adverse Development. Borrower or any of Borrower's officers becoming aware of any development or other information which would reasonably be expected to materially and adversely affect the businesses, financial condition, or Property of Borrower or its ability to perform under this Agreement.

Material Adverse Development. As of the date hereof, no Material Adverse Development has occurred and, except as previously disclosed to the Administrative Agent in writing, no event described in clauses (a) through (g) of Section 9.1 of the Partnership Agreements has occurred.

Material Adverse Development. Neither Party may conduct Additional Development Activities, that, if conducted, either Party reasonably believes may give rise to a Material Safety or Commercialization Concern. Notwithstanding the foregoing or any other provision to the contrary set forth in this Agreement, if either Party reasonably believes that any Development activity set forth in an Additional Development Proposal or any Additional Development Activities undertaken by the proposing Party subject to Section 3.4.3(a) (Independent Development Activities) may present a Material Safety or Commercialization Concern, then (a) such Party may raise such concern to the JDC in order for the [***], and (b) [***]. ITEOS’s [***], as applicable, will promptly meet to discuss such matters. If the JDC or the Parties’ respective [***] are unable to resolve such matters, then the issue will be resolved in accordance with Section 7.7.2(c) (Resolution of Material Concerns).

Material Adverse Development. There shall not have occurred any event or occurrence (other than operating losses incurred by the Company in the ordinary course of business and consistent with past practices and the projections prepared by the Company's management and delivered to LeukoSite prior to the date of this Agreement) which results in or would reasonably be likely to have a Material Adverse Effect on the Company.