Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Immune Design Corp.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a the consequence of an act, act or failure to act, undertaken omission by the breaching party with the actual knowledge that the taking of such act, act or failure to act, take such action would result in such breachbe a material breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Checkmate Pharmaceuticals, Inc.), Agreement and Plan of Merger (Array Biopharma Inc)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an a deliberate act, or deliberate failure to act, undertaken by the breaching party with the actual knowledge (or with the knowledge a Person acting reasonably under the circumstances should have) that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement prior to the date of termination that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Principia Biopharma Inc.), Agreement and Plan of Merger (Synthorx, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this the Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ConvergeOne Holdings, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, intentional act or intentional failure to act, act undertaken by the breaching party with the actual knowledge that the taking of such act, party’s act or failure to act, act would result in such or constitute a material breach.
Appears in 1 contract
Willful Breach. “Willful Breach” shall mean means a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, intentional act or intentional failure to act, act undertaken by the breaching party with the actual knowledge that the taking of such act, party’s act or failure to act, act would result in such or constitute a material breach.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement prior to the date of termination that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 1 contract
