Material Adverse Impact definition

Material Adverse Impact means one or more significant and verifiable adverse impacts on any Neighboring System that needs to be mitigated if it reduces the transfer capability of existing transmission facilities.

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Material Adverse Impact means an activity that materially adversely impacts (a) development, manufacture or commercialization (including pricing) of, with the exception of ACE-536, ActRIIB Compounds in the European Union or (b) the global pricing, regulatory, development, manufacture or commercialization strategies for, with the exception of ACE-536, ActRIIB Compounds (including product positioning) approved by the Joint Steering Committee under the Shire Agreement.

Material Adverse Impact means any material adverse impact on the reputation of, or a material adverse economic consequence for, the Company or any subsidiaries, including direct harm to shareholders, reputational harm that adversely affects customer or investor confidence, damage to the Company’s competitiveness, stock price or long-term shareholder value.

Examples of Material Adverse Impact in a sentence

• Celgene agrees to negotiate in good faith with Acceleron with respect to modifying the applicable activity to cease causing a Material Adverse Impact; provided that, if the Parties are unable to agree on how to modify the activity or whether the activity causes or will cause a Material Adverse Impact, then, except as provided in clause (ii) below, Celgene, its Affiliates or Sublicensees shall not be prohibited from continuing the activity.

• If such incorporated comments have a Material Adverse Impact, the Company shall be entitled to an equitable increase to the Annual Base Service Fee.

• To the Company’s best knowledge, there is no breach of its internal policies and contractual obligations relating to the privacy and security of IT Systems or any unauthorized use, access, misappropriation or modification of Personal Data by any person which would have a Material Adverse Impact.

• In determining whether or not to so confirm an Order 1000 Eligible Project, the Board shall consider the factors as described in section 2.3 of this Appendix A, including assessment of any Order 1000 Material Adverse Impact of such proposed solution on any transmission system and the mitigation thereof.

• To the Vendor’s knowledge, the Company is conducting the Business in compliance with all applicable Laws except for any non-compliance the consequence of which would not have a Material Adverse Impact, provided, however, that this sentence shall not apply to the Vendor’s compliance with Environmental Laws as set forth in Section 3.1(u).

More Definitions of Material Adverse Impact

Material Adverse Impact means any event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have, individually or together with other events, occurrences, facts, conditions, changes or developments, a material adverse impact on the business, results of operations, condition (financial, trading or otherwise), prospects taken as a whole and will result in Losses of such Person of more than [***] of total assets as reflected in the audited report as of the preceding fiscal year;.

Material Adverse Impact or “Material Breach” means material adverse effect on (a) the ability of the Bidder to perform/discharge any of its duties/obligations under and in accordance with the provisions of this RFP and/or SLA; and/or (b) the legal validity, binding nature or enforceability of this RFP and/or the SLA

Material Adverse Impact means any material reduction in the value (including any reasonably anticipated economic benefit to be received by Holdco and its Subsidiaries, taken as a whole), measured either individually or in the aggregate of Parent, the Company and the combined business, expected from the Mergers.

Material Adverse Impact means, with respect to a quantity, a decrease of * or more from such quantity over the applicable period.

Material Adverse Impact has the meaning given to it in clause 3.3;

Material Adverse Impact means (1) a serious adverse impact on assets, the projected operation, financial condition, results of operation, or company performance or prospects etc.; or (2) a serious adverse impact on the ability or inability to complete on schedule the transaction contemplated by this Agreement.

Material Adverse Impact means, with respect to any matter, that such matter could (a) have a materially adverse impact on the Development or Commercialization of the Licensed Product outside of the Territory (including any concern related to quality, safety, toxicity, or side effects), or (b) be inconsistent with Kiniksa’s global regulatory strategy or Global Development Plan for the Licensed Product.