Potential Target definition

Potential Target means any of the targets set forth on Exhibit D (Potential Target List) which shall be subject to reduction as set forth in Section 2.2(b) (Reduction of Potential Target List) (the “Potential Target List”), for which Spark may exercise an Option and which, upon such exercise, shall be designated an Additional Target. The Potential Target List shall specify whether a Potential Target is related to a Rare Indication, a Very Rare Indication or neither a Rare Indication nor a Very Rare Indication once such determination is made pursuant to Section 2.2(e) (Indications), subject to adjustment as set forth therein.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Potential Target means any entity, the equity interests of which Borrower contemplates acquiring pursuant to a Potential Target Acquisition.

Potential Target means a protein or polypeptide or biological molecule, including all variants thereof and any specific protein that is identified by a GenBank protein accession number or by its amino acid sequence and coded by a genetic locus.

Examples of Potential Target in a sentence

• Agent shall be reasonably satisfied that all approvals and consents necessary to permit the effectuation of the transactions contemplated by the Potential Target Acquisition Agreement have been obtained.

• Borrower shall have collaterally assigned to Agent, as security for all Obligations, all of its rights under the Potential Target Acquisition Agreement.

• In the event that a Potential Target Acquisition shall have been consummated on the Closing Date (a “Closing Date Potential Target Acquisition”), then, subject to the terms of the last sentence of this paragraph, Borrower may retain and use the Unused Term Loan Proceeds to consummate the Potential Target Acquisition.

• There are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Loan Party of any equity interests or securities except in connection with the Acquisition, the Potential Target Acquisition and the Offering or as set forth on Schedule 4.1(B).

• Voyager may not withhold approval of any proposed Discovery Target selected from the Potential Target List unless Voyager has a bona fide technical reason or other substantial concern that the proposed Discovery Target is not suitable for conducting a Discovery Program.

• No event shall have occurred and be continuing or would result from the consummation of the Potential Target Acquisition that would constitute an Event of Default or a Default.

• Each time an Option is exercised with respect to an Additional Target, such target shall be removed from the Potential Target List and shall cease to be a Potential Target under this Agreement.

• Upon exercise of an Option with respect to a Potential Target and subject to Section 2.9 (HSR Act), such Potential Target shall become an Additional Target.

• The representations and warranties contained herein and in the other Transaction Documents shall be true, correct and complete in all material respects on and as of the date the Potential Target Acquisition is consummated, to the same extent as though made on and as of that date; provided that if any representation or warranty expressly relates to an earlier date, such representation or warranty shall be true and correct in all material respect on and as of such earlier date.

• If Spark reasonably determines in good faith prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance under the HSR Act, Spark shall provide written notice of such determination to Selecta in its notice of exercise such Option for such Potential Target.

More Definitions of Potential Target

Potential Target a business which has been identified by the Company or another Group member as a potential target for investment and in which the relevant Senior Manager was involved to a material extent in the consideration for investment and/or negotiations or in relation to which the relevant Senior Manager was privy to material Confidential Information, in either case during the Relevant Period but in relation to which no transaction has been completed prior to the date of Cessation of the relevant Senior Manager;

Potential Target means any business with which the Company or any of its subsidiaries or affiliates has, directly or indirectly, entertained discussions or requested and received information relating to the actual or potential acquisition of such business by the Company or any of its subsidiaries or affiliates within the two-year period immediately preceding the date of the termination of the Participant’s employment with the Company or one of its subsidiaries or affiliates for any reason.

Potential Target means a business which has been identified by the Company or any associated company as a potential target for investment and in which the Consultant or as applicable the relevant Personnel was involved to a material extent in the consideration for investment and/or negotiations or in relation to which the Consultant or as applicable the relevant Personnel were privy to material Confidential Information, in either case during the Relevant Period but in relation to which no transaction has been completed prior to the Termination Date;

Potential Target shall have the meaning set out in clause 2.2.