The Adapt Acquisition shall have been consummated substantially concurrently with the funding of the Initial Term Loan on the Closing Date in all material respects in accordance with the Adapt Purchase Agreement without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Lenders or the Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not to be unreasonably withheld or delayed.

the Adapt Acquisition and the Adapt Acquisition Investment;

“Adapt Acquisition” means the acquisition of all of the Equity Interests of the Adapt Target by the Borrower pursuant to the Adapt Purchase Agreement.

any intercompany loan payable to the Borrower by Emergent International permitted as part of the Adapt Acquisition Investment (the “EI/Adapt Intercompany Loan”), which EI/Adapt Intercompany Loan may be forgiven, reduced or cancelled upon the consummation of the Adapt US/Canada Integration;

“Adapt Acquisition Investment” means any direct or indirect equity contributions, loans (including the EI/Adapt Intercompany Loan and the Irish Newco/Adapt Intercompany Loan) or Investments by the Borrower or a direct or indirect Wholly-Owned Domestic Subsidiary thereof to one or more direct or indirect Wholly-Owned Foreign Subsidiaries of the Borrower to finance all or a portion of the consideration for the Adapt Acquisition and related costs and expenses; provided that aggregate amount of such equity contributions, loans or Investments in the initial principal amount of not less than the initial principal amount of the Initial Term Loan is evidenced by the Irish Newco/Adapt Intercompany Loan and pledged as Collateral.

Each of the representations made by the Adapt Target, the Adapt Sellers or any of their respective Subsidiaries or Affiliates or with respect to the Adapt Target or its Subsidiaries or its business in the Adapt Purchase Agreement that are material to the interests of the Lenders are true and correct, but only to the extent that in the event of an inaccuracy with respect to, or a breach of, such representations the Borrower or its Affiliates have the right to terminate their respective obligations under the Adapt Purchase Agreement or otherwise decline to close the Adapt Acquisition.

“Permitted Acquisition” has the meaning assigned thereto in [Section 9.2(g)]. Notwithstanding anything to the contrary in this Agreement, the Adapt Acquisition and the PaxVax Acquisition shall each constitute a Permitted Acquisition under this Agreement.

Sections 9.2, 9.3, 9.4, 9.5 and 9.6 of this Agreement, # any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired in connection with a Permitted Acquisition (including the Adapt Acquisition and the PaxVax Acquisition); provided such agreement was not entered into in connection with such Permitted Acquisition, # any payment of director, officer and employee compensation and other benefits and indemnification arrangements, # Adapt US/Canada Integration and # the PaxVax Integration.

Indebtedness in respect of earnouts, milestones and other contingent payment obligations incurred in connection with # any Permitted Acquisition (including the Adapt Acquisition and the PaxVax Acquisition) or # other Acquisition to which the requisite Lenders have consented;

The Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, ​ shall be acquire NOVA at the Effective Time. At the Effective Time of the Acquisition, UBI shall continue as the parent corporation (the "Parent Corporation") and ​ Ltd will be a wholly owned subsidiary.