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.
The Gatekeeper Notice shall note if a Selected Target is a Potential Target.
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.
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.
In the event that a Potential Target Acquisition shall have been consummated after the Closing Date but prior to the Refund Date (a "Post-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 such Potential Target Acquisition, provided that the conditions set forth in Section 3.2 shall have been satisfied.