Product Material Adverse Effect definition

Product Material Adverse Effect means any adverse event, circumstance, fact, condition or effect that is materially adverse to the operations or results of operation, properties or prospects of the Adderall Business, the Purchased Assets, the Licenses, or the Product Trademark, other than any event, change, circumstance or effect relating to (a) the economy of the United States in general, (b) in general to the industries in which the Product is sold and not specifically relating to the Product, or (c) changes, circumstances and effects relating to the announcement of the transactions contemplated by this Agreement.
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Product Material Adverse Effect means a material adverse effect on [***].
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Product Material Adverse Effect means any change, effect or circumstance that (a) would have the effect of materially impairing Seller's ability to manufacture, sell or support the Products, considered as a group, or (b) materially impairs the ability of Seller to consummate the transactions contemplated by this Agreement or any event or condition that would, with the passage of time, constitute such a change, effect or circumstance; provided, however, that a Product Material Adverse Effect shall not include any adverse change, effect or circumstance (i) primarily arising out of or resulting primarily from actions expressly contemplated by the Parties in connection with this Agreement, including without limitation, the origination or modification of contract manufacturing relationships by any of the Parties with respect to the Products, or (ii) that is primarily attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement.
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Examples of Product Material Adverse Effect in a sentence

  • In the past [*], to Shire’s knowledge (i) there has not been a Product Material Adverse Effect that is not otherwise generally known to the public, and (ii) the Product has been distributed by Shire only in the United States.

  • Since December 31, 2021, and through the date hereof, (i) there has not been any event, occurrence or development which has had or would reasonably be expected to have a Specified Product Material Adverse Effect, and (ii) except with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and discussions with BARDA regarding the BARDA Contract, Seller has caused the Operation to be conducted in the ordinary course of business consistent with past practices.

  • There shall not have occurred, or be continuing, a Product Material Adverse Effect.

  • Except as discussed in Schedule 4.1(k) or as would not have a Product Material Adverse Effect, during the last [*] there has not been any occurrence of any product recall, market withdrawal or replacement, or post-sale warning conducted by or on behalf of Shire concerning the Product, any product recall, market withdrawal or replacement conducted by or on behalf of any entity as a result of any alleged defect in the Product or the Technical Data.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred and be continuing.

  • Except as set forth on SCHEDULE 4.1(G), or, with respect to any part of the Territory other than the United States, as would not have a Product Material Adverse Effect, there is no claim, action, suit, proceeding, investigation, or arbitration pending or, to Seller's knowledge, threatened in writing against Seller or any of its Affiliates relating to the Product or the Purchased Assets.

  • Since the date of this Agreement, there shall not have occurred a continuing event or circumstance, which, individually or in the aggregate, would constitute a Specified Product Material Adverse Effect.

  • Since the date of this Agreement, no Specified Product Material Adverse Effect shall have occurred.

  • Except as set forth on SCHEDULE 4.1(G), or, with respect to any part of the Territory other than the United States, as would not have a Product Material Adverse Effect, there is not currently outstanding against Seller or any of its Affiliates any judgment, decree, injunction, rule or order of any Regulatory Authority or Governmental Authority relating to the Product or the Purchased Assets.

  • Seller is in compliance with all applicable laws (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, currently in effect with respect to the manufacture, sale or support of the Products, except where the failure to comply therewith would not reasonably be expected to have a Product Material Adverse Effect.


More Definitions of Product Material Adverse Effect

Product Material Adverse Effect means any adverse event, circumstance or effect that, individually or in the aggregate with all other adverse changes, circumstances and effects, (A) has or is reasonably likely to have a material adverse effect on the Purchased Assets or the Licenses, taken as a whole, other than any event, change, circumstance or effect relating (i) to the economy of the United States in general, (ii) in general to the industries in which the Product is sold and not specifically relating to the Product or (iii) changes, circumstances and effects relating to the announcement of the transactions contemplated by this Agreement or (B) has, or is reasonably likely to have, a material adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement and the other Transaction Agreements.
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Related to Product Material Adverse Effect

  • Company Material Adverse Effect means any fact, event, circumstance, change or effect that, individually or when taken together with all other such facts, events, circumstances, changes or effects has had, or would reasonably be expected to have, a material adverse effect on the business, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken together as a whole; provided, however, that none of the following facts, events, circumstances, changes or effects, by itself or when aggregated with any one or more of the other such facts, events, circumstances, changes or effects, shall be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any changes resulting from or arising out of general market, economic, financial, capital markets or political conditions, (ii) any changes of Laws or GAAP, (iii) any changes resulting from any act of terrorism, war or national or international calamity, (iv) any changes affecting the industries in which the Company or its Subsidiaries operate, (v) any changes or effects arising out of or related to the announcement or the pendency of the Offer or the Merger, as the case may be, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) supplier, distributor, vendor (including any technology platform provider) or similar business relationships or partnerships resulting from or arising out of the transactions contemplated by this Agreement, (vi) changes in the Company’s stock price or the trading volume of the Company’s stock (but not, in each case, the underlying cause of any such changes, unless such underlying change would otherwise be excepted from this definition), (vii) any action taken by the Company at Parent’s written request, (viii) any changes or effects arising out of any action required to be taken, or the omission of any action that is prohibited, by the terms of this Agreement or (ix) any changes or effects arising out of the matters set forth on Section 1.1(l) of the Company Disclosure Schedule; provided that in the case of clauses (i), (ii), (iii) and (iv), if and only to the extent such changes do not have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and its Subsidiaries conduct their businesses.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.