Absence of Adverse Changes. Since the date of the Company Balance Sheet to the date of this Agreement, there has not occurred any change, event, circumstance or development that is reasonably likely to have a Company Material Adverse Effect. From the date of the Company Balance Sheet until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and its subsidiaries, taken as a whole, has been conducted in the ordinary course of business and (b) none of the Company or any of its subsidiaries has taken any action that would have required the consent of the Parent under Section 5.1 of this Agreement, had such action or event occurred after the date of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien Group S.a.r.l.), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Vnus Medical Technologies Inc)
Absence of Adverse Changes. Since the date of the Company Balance Sheet to the date of this Agreement, there has not occurred any change, event, circumstance or development that is reasonably likely to have a Company Material Adverse Effect. From the date of the Company Balance Sheet until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and its subsidiaries, taken as a whole, has been conducted in the ordinary course of business and (b) none of the Company or any of its subsidiaries has taken any action that would have required the consent of the Parent under Section 5.1 of this Agreement, had such action or event occurred after the date of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp)
Absence of Adverse Changes. Since the date of the Company Balance Sheet to until the date of this Agreement, there has not occurred any change, event, circumstance or development that is reasonably likely to have a Company Material Adverse Effect. From the date of the Company Balance Sheet until the date of this Agreement, except as contemplated herebyhereby or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) the business of the Company and its subsidiariesthe Company Subsidiaries, taken as a whole, has been conducted in the ordinary course of business and (b) none of the Company or any of its subsidiaries Company Subsidiary has taken any action that would have required the consent of the Parent under Section 5.1 5.1(b) of this Agreement, had such action or event occurred after the date of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Power Medical Interventions, Inc.), Agreement and Plan of Merger (Covidien Delaware Corp.)
