Extract to table

Since the date of this Agreement, there shall not have occurred any Material Adverse Effect

2018), and the extensive body of Chancery Court precedent that preceded it, a material adverse effect must be measured against the long-term earnings potential of the company, not merely its short-term performance

The clinical hold must be resolved, additional safety data must be generated at the revised dose, the protocol-amended cohort must be enrolled and followed, and the FDA may require a new Phase II study or a Phase II/III bridging study before permitting Phase III enrollment

However, we must candidly acknowledge the risks

2(b) — that no Material Adverse Effect shall have occurred — is a backward-looking condition that has already failed

Penterra's legal argument is well-supported: the MAE condition looks backward ("shall have occurred"), and subsequent remedial measures do not undo the occurrence of the MAE