Subscriber Material Adverse Effect definition

Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Subscriber Material Adverse Effect means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date of this Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) any natural or man-made disaster; or (9) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which th...

Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Shares. The signature on this Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual, has legal competence and capacity to execute the same or, if the Subscriber is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

Examples of Subscriber Material Adverse Effect in a sentence

• Prior to the Closing, each party hereto agrees to promptly notify each party hereto if any of the acknowledgments, understandings, agreements, representations and warranties made by such party as set forth herein are no longer accurate in all material respects (or in all respects if such acknowledgments, understandings, agreements, representations or warranties are qualified by materiality, Material Adverse Effect or Subscriber Material Adverse Effect).

• No action, suit, proceeding or investigation before any Governmental Entity, court or arbitrator is pending, or, to the knowledge of Subscriber, threatened in writing, against Subscriber that, individually or in the aggregate, would, if determined adversely, reasonably be expected to result in a Subscriber Material Adverse Effect.

• Prior to the Closing, S▇▇▇▇▇▇▇▇▇ agrees to promptly notify the Company and the Placement Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects (or, in the case of representations and warranties qualified by materiality or Subscriber Material Adverse Effect, in all respects).

• Prior to the First Closing and the Second Closing, Subscriber agrees to promptly notify the Company and the Placement Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects (or, in the case of representations and warranties qualified by materiality or Subscriber Material Adverse Effect, in all respects).

More Definitions of Subscriber Material Adverse Effect

Subscriber Material Adverse Effect means any Event that materially and adversely affects (a) the ability of each of Subscriber or any Subscriber Transaction Affiliate to perform its obligations under this Agreement and the other Transaction Documents or (b) the ability of each of Subscriber or any Subscriber Transaction Affiliate to consummate the Keavy Subscription, the Keavy Transfer, the Placing Subscription or the other transactions contemplated by this Agreement and the other Transaction Documents; Subscriber Subscription Amount means the cash amount calculated by subtracting the Elan Placing ADSs Subscription Amount from the Total Consideration Subscriber Transaction Affiliates means any Affiliate of Subscriber that is a party to a Transaction Document;

Subscriber Material Adverse Effect means a material adverse effect on the ability of Subscriber to consummate the Transaction and perform its obligations under the Transaction Documents.