Scient’x Material Adverse Effect definition

Scient’x Material Adverse Effect means any change, event or effect that has a material adverse effect on the business, assets (including, without limitation, intangible assets), financial condition, or results of operations of Scient’x and its Subsidiaries, taken as a whole, excluding any changes, events or effects that arise out of or are attributable to: (i) general political, business, economic or securities markets conditions which do not disproportionately affect Scient’x and its Subsidiaries relative to other participants in the spinal implant industry, (ii) conditions that materially and adversely affect the spinal implant industry, which changes do not disproportionately affect Scient’x and its Subsidiaries relative to other participants in such industry, (iii) natural disasters, acts of war or other hostilities or terrorism, (iv) the loss of customers, prospective customers, suppliers, prospective suppliers, employees, prospective employees, business relationships, or prospective business relationships as a result of the announcement, pendency or consummation of the Issuer Transactions or other transactions contemplated by this Agreement, (v) changes in any applicable accounting regulations or principles or the interpretation thereof, (vi) failure of Scient’x to meet revenue, earnings or other projections (provided that the underlying causes of such failure shall not be excluded pursuant to this clause), or (vii) any breach of this Agreement by Issuer.
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Examples of Scient’x Material Adverse Effect in a sentence

  • There is no judgment, decree or order against Scient’x, any of its Subsidiaries or, to the knowledge of the Sellers, any of their respective directors or officers (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to result in an Scient’x Material Adverse Effect.

  • No proceedings of which Scient’x has knowledge (whether completed or pending) seeking the recall, withdrawal, suspension, seizure or discontinuance of any Medical Device are pending against Scient’x or any of its Subsidiaries or any licensee of any Medical Device which individually or in the aggregate have had or would reasonably be expected to have an Scient’x Material Adverse Effect.

  • From and after the date hereof, there shall not have occurred any event that has an Scient’x Material Adverse Effect.

  • HPC agrees to promptly notify Issuer of any event which would reasonably be expected to have an Scient’x Material Adverse Effect.

  • Except as would not reasonably be expected to result in an Scient’x Material Adverse Effect, Scient’x or the applicable Subsidiary has paid in full all amounts due under the Scient’x Material Contracts which are due and payable and has satisfied in full or provided for all of its liabilities and obligations under the Scient’x Material Contracts which are due and payable, except amounts or liabilities disputed in good faith by Scient’x for which adequate reserves have been set aside.

  • All such ▇▇ ▇▇▇▇▇ and any associated certificates and declarations of conformity, are up to date and valid, except as would not reasonably be expected to have an Scient’x Material Adverse Effect.

  • To the knowledge of the Sellers, there is no investigation or proceeding by a Governmental Authority pending or threatened, that could reasonably be expected to result in the termination, revocation, limitation, suspension, restriction or impairment of any Scient’x Permit or the imposition of any material fine, penalty or other sanctions for violation of any Laws relating to any Scient’x Permit, except as would not reasonably be expected to result in an Scient’x Material Adverse Effect.