Allergan Intervening Event definition

Allergan Intervening Event means any material event, fact, change, effect, development or occurrence arising or occurring after the date of this Agreement that (i) was not known, or the material consequences of which were not known, in each case to the Allergan Board as of or prior to the date of this Agreement, (ii) does not relate to or involve any Allergan Alternative Proposal and (iii) does not relate to AbbVie or any of its Subsidiaries.

Related to Allergan Intervening Event

  • Intervening Event means a material event, fact, circumstance, development or occurrence that is unknown to or by the Company’s Board of Directors as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known or understood by the Company Board of Directors as of the date hereof), which event, fact, circumstance, development, occurrence, magnitude or material consequence becomes known to or by the Company’s Board of Directors prior to obtaining the Company Stockholder Approval; and

  • Company Intervening Event means a material event or circumstance that was not known to the Company Board on the date of this Agreement (or if known, the consequences of which were not known to the Company Board as of the date of this Agreement), which event or circumstance, or any consequence thereof, becomes known to the Company Board prior to the Company Stockholder Approval; provided, however, that in no event shall any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Company Acquisition Proposal constitute a Company Intervening Event.

  • Parent Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Parent Board as of the date of this Agreement, or if known or reasonably foreseeable to the Parent Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Parent Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Parent Alternative Proposal shall not be deemed to be a Parent Intervening Event hereunder.

  • Sporting event means any of the following athletic activities that is organized, operated, managed, or sponsored by the School:

  • Terminating Event means any of the following events:

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Intervening Creditor has the meaning assigned to such term in Section 2.01(a).

  • Disabling Event means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • designated sporting event generally means any association football match, whether national or international. The full legal definition of the different classes of designated sporting events may be found in the Sports Grounds and Sporting Events (Designation) (Amendment) Order 2011, under Article 2(1) and 2(2) of Schedule 2.

  • Anticipated Closing Date shall have the meaning set forth in Section 1.6(a).

  • Delaying Event means any failure of a Party to perform any of its obligations set forth in this Agreement, caused in whole or in part by:

  • Intervening Assignments The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

  • Vesting Event means the earliest to occur of the following events:

  • Accounting Event has the meaning set forth in the Supplemental Indenture.

  • Intervening Trust Vehicle with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity that holds any Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Triggering Events means each of the following events:

  • Knock-out Event means the event as defined in §4(4).

  • Sharing Event means (a) the occurrence of any Event of Default under Section 7.1(e), (b) the declaration of the termination of any Commitment, or the acceleration of the maturity of any Loans, in each case in accordance with Section 7.2 or (iii) the failure of any Borrower to pay any principal of, or interest on, any Loans or any LOC Obligations on the Maturity Date.

  • Potential Adjustment Event means any of the following: