Issuer Material Adverse Effect means any material adverse effect on the business, properties, assets, operations, results of operations or condition (financial or otherwise) of Issuer, taken as a whole, or on the transactions contemplated hereby and the other Issuer Transaction Documents (as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of Issuer to perform its obligations under the Issuer Transaction Documents (as defined below).
Issuer Material Adverse Effect has the meaning set forth in Section 4.2 of this Agreement.
Issuer Material Adverse Effect means either (i) a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement or (ii) a material adverse effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Issuer and its subsidiaries, taken as a whole; provided, however, that any such effect relating to or resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) or any change in applicable tax laws or regulations shall be deemed not to constitute an Issuer Material Adverse Effect.
Examples of Issuer Material Adverse Effect in a sentence
No condition, occurrence, state of facts or Event constituting an Issuer Material Adverse Effect or Company Material Adverse Effect shall have occurred and be continuing.
Each Issuer Company is (and since its incorporation has been) in compliance with all applicable Laws, except as would not have an Issuer Material Adverse Effect.
As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect.
The Issuer has not received any written communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have an Issuer Material Adverse Effect.
From and after the date hereof, there shall not have occurred any event or occurrence and no circumstance shall exist which, alone or together with any one or more other events, occurrences or circumstances has had, is having or could reasonably be expected to result in an Issuer Material Adverse Effect.
More Definitions of Issuer Material Adverse Effect
Issuer Material Adverse Effect means any Event that, individually or in the aggregate with any other Event, has had or would reasonably be expected to (a) have a material adverse effect on the business, operations, results of operations or financial condition of the Issuer Companies, taken as a whole, or (b) prevent, materially delay or materially impede the ability of any Issuer Company to consummate the Transaction or the Merger Transaction; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether an Issuer Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, Event or occurrence arising after the date of this Agreement resulting from or relating to (i) general business or economic conditions in or affecting the United States or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws (including the SEC Statements), (v) any Event that is generally applicable to the industries or markets in which any Issuer Company operates, (vi) the execution or public announcement of this Agreement or the BCA or the pendency or consummation of the transactions contemplated by this Agreement or the BCA, including the impact thereof on the relationships, contractual or otherwise, of any Issuer Company with investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto, (vii) any failure by any Issuer Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii) through (xi)...
Issuer Material Adverse Effect means (i) any event, circumstance, change, occurrence, development, condition or effect that has or would be expected to result in a material adverse change in, or material adverse effect on, (A) the condition (financial or otherwise), business, assets, Liabilities or results of operations of Issuer and its Subsidiaries, taken as a whole, excluding any such effect to the extent resulting from (1) changes in general economic conditions in the U.S., (2) changes or conditions generally affecting the industry in which Issuer and its Subsidiaries operate, (3) acts of war, sabotage or terrorism involving the U.S. or (4) the announcement of the transactions contemplated by this Agreement except, in the case of clauses (1), (2) and (3), to the extent not having a disproportionate effect on Issuer and its Subsidiaries, taken as a whole, relative to other participants in the industry in which Issuer and its Subsidiaries operate, (B) Issuer’s ability to consummate the transactions contemplated by this Agreement on or before the End Time or (ii) any material adverse determination by, or a material delay of a determination by, the FDA or any other Governmental Authority or any Review Board, or any indication that any such entity or Review Board will make any material adverse determination or materially delay making any determination, with respect to the safety or efficacy as shown in pre-clinical or clinical testing, approvability, labeling, contents of package insert, prescribing information, risk management profile, pre-approval inspection matters or requirements relating to the results of any pre-clinical or clinical testing, post-market requirements or commitments, in each case, related to any of the Products.
Issuer Material Adverse Effect means a material adverse change in the financial condition of the Issuers or any event or occurrence of whatever nature that could reasonably be expected to materially and adversely affect the ability of the Issuers to perform their obligations under the Transaction Documents.
Issuer Material Adverse Effect means a material adverse effect on: (a) the performance by the Issuer of its obligations to pay principal, interest and other amounts under the Transaction Documents, (b) the normal conduct of the Issuer’s business, (c) the enforceability and/or validity against the Issuer of the Transaction Documents to which it is a party and/or (d) the rights and interests of the Indenture Trustee (including in its capacity as the Administrative Agent), the Noteholders and/or the Note Owners under the Transaction Documents. Certain Covenants of the Issuer Pursuant to the Indenture, the Issuer will make certain covenants relating to the conduct of its business, including (among other covenants) agreements:
Issuer Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to the Issuer that has a material adverse effect on (x) the assets, business, stockholders’ or shareholders’ equity, results of operations or financial operations of the Issuer and its subsidiaries, taken as a whole (including the combined company after giving effect to the Transactions), (y) the validity of the Shares, or (z) the legal authority of the Issuer to enter into and timely perform its obligations under this Subscription Agreement. Except as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares, or (ii) any shares of the Issuer to be issued pursuant to the other Transactions, in each case, that have not been or will not be validly waived or terminated prior to the BCA Closing Date.
Issuer Material Adverse Effect means any change or effect, event, circumstance, occurrence, state of facts or development that would prevent Issuer from consummating the Contemplated Transactions; provided, that none of the following events, changes, developments, effects, conditions, circumstances, matters, occurrences or state of facts shall be taken into account in determining whether there has been or may be a Issuer Material Adverse Effect: (a) any change or development in United States financial or securities markets, general economic or business conditions, or political or regulatory conditions; (b) any act of war, armed hostilities or terrorism; (c) any change or development in the pharmaceuticals industry; (d) any change in Law or GAAP or the interpretation or enforcement of either; (e) the announcement, execution or consummation of this Agreement or any of the Ancillary Documents or the consummation of any of the Contemplated Transactions; (f) any change resulting from the actions or failure to act of the Buyer; or (g) any change resulting from the failure of the Buyer to reasonably consent to any acts or actions requiring the Buyer’s consent under this Agreement and for which Issuer has sought such consent except, in the case of clauses (c) or (d), to the extent such events, changes, developments, effects, conditions, circumstances, matters, occurrences or state of facts have a materially disproportionate effect on Issuer (and which such materially disproportionate effect is durationally significant) relative to other Persons engaged in the pharmaceuticals industry.
Issuer Material Adverse Effect means any change, event or effect that has material adverse effect on the business, assets (including, without limitation, intangible assets), financial condition, results of operations or reasonably foreseeable prospects of the Issuer and its Subsidiaries, taken as a whole, excluding any changes, events or effects that are attributable to: (i) conditions that materially and adversely affect the general worldwide economy, which changes do not disproportionately affect the Issuer and its Subsidiaries; or (ii) conditions that materially and adversely affect the industries in which the Issuer and its Subsidiaries compete, which changes do not disproportionately affect the Issuer and its Subsidiaries relative to other participants in such industry. For the avoidance of doubt, decreases in the Issuer’s stock price in and of itself is not an Issuer Material Adverse Effect, provided that this sentence shall not preclude the other Party from asserting that the underlying cause of any such decrease in stock price is an Issuer Material Adverse Effect.