Adverse Market Event definition

Adverse Market Event means an adverse event in the market for the Product outside the reasonable control of Prometheus, including the (i) marketing in the Territory of an alternative formulation of the Substance approved by the FDA in accordance with the FD&C Act Section 505(b)(2), (ii) sale in the Territory of non-negligible quantities of the Product illegally imported from outside the Territory, (iii) occurrence of adverse publicity (or ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. publication or release of adverse information by the FDA or AstraZeneca) related to the safety or efficacy of the Product, and/or (iv) any regulation by a Governmental Authority or other change in Law adversely affecting the Product.
Adverse Market Event means the date on which [***]. “Affiliate” means, with respect to any designated Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such designated Person. For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of greater than fifty percent (50%) of the outstanding voting securities of such Person, on an as converted basis, or otherwise the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative to the foregoing. “Agreed Amount” has the meaning set forth in Section 7.5. “Agreement” has the meaning set forth in the preamble.
Adverse Market Event means an adverse event in the market for the Product outside the reasonable control of Prometheus, including the (i) marketing in the Territory of an alternative formulation of the Substance approved by the FDA in accordance with the FD&C Act Section 505(b)(2), (ii) sale in the Territory of non-negligible quantities of the Product illegally imported from outside the Territory, (iii) occurrence of adverse publicity (or publication or release of adverse information by the FDA or AstraZeneca) related to the ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. safety or efficacy of the Product, and/or (iv) any regulation by a Governmental Authority or other change in Law adversely affecting the Product.

Related to Adverse Market Event

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • 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.

  • VWAP Market Disruption Event means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

  • Potential Adjustment Event means any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Market Disruption Event means any of the following events as determined by the Calculation Agent in its sole discretion: