ITA Tax Ruling. [[Organization A:Organization]] shall have received a satisfactory preliminary tax ruling of the ITA with respect to the Exchange, or any other satisfactory preliminary confirmation by the ITA Confirming that the exchange of shares is not taxable in Israel. All parties to this agreement agree to meet all the conditions that will appear in the preliminary approval of the ITA and to act in accordance with it, including not selling the CR shares for two years.

“Adverse Ruling” has the meaning set forth in Section 12.2.1.

Borrower Basic Documents or # seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

Adverse Party. The provisions of this paragraph 9 shall not apply to any litigation or other proceeding in which you are a party adverse to the Company; provided, however, that the Company expressly reserves its rights under paragraph 7 and its attorney-client and other privileges and immunities, including, without limitation, with respect to its documents and Confidential Information, except if expressly waived in writing by the Company’s General Counsel or his/her designee.

Adverse Experiences. Prior to [[Organization A:Organization]] proceeding with the In-Licensing, ​ shall have responsibility (either itself or with the support of Third Party subcontractors) for communications with all Regulatory Authorities regarding the safety of the Lead Compound, including submitting or causing to be submitted to all Regulatory Authorities reports of adverse experiences and other required safety information and reports in accordance with all requirements of Applicable Laws. ​ shall provide a copy of any and all such reports and other required safety information to [[Organization A:Organization]] within […​…] after regulatory submission.

Adverse Claims. If at any time during the Term of this Agreement it appears that one or more private third parties may have a claim of economic interest or ownership in the Properties or the Lease Applications (or Leases acquired thereby), ALY may claim Force Majeure for a period of time equal to the time necessary to resolve such claim(s) of economic interest or ownership in the Properties or the Lease Applications (or Leases acquired thereby).

the commencement of any litigation or proceeding or a development or change in any ongoing litigation or proceeding affecting ​ or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect (as a result of an adverse judgment or ruling, settlement, incurrence of legal fees and expenses or otherwise);

Material Adverse Effect. Since January 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.