Material Adverse Development Sample Clauses

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 LeukoSite.
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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.
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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.
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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.
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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.
Sample 1
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.
Sample 1
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).
Sample 1
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Related to Material Adverse Development

  • Material Adverse Developments Borrower agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a Material Adverse Effect it shall give to Lender telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to Lender on the same day such verbal communication is made or the next Business Day thereafter.

  • Material Adverse Event The occurrence of a MATERIAL ADVERSE EVENT.

  • Material Adverse Events Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. No event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is deemed made.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

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