Common use of Absence of Adverse Changes Clause in Contracts

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 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: Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC), Merger Agreement (Somanetics Corp)

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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 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: Merger Agreement (Covidien PLC), Merger Agreement (Power Medical Interventions, Inc.), Merger Agreement (Covidien Delaware Corp.)

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: Merger Agreement (Vnus Medical Technologies Inc), Merger Agreement (Covidien PLC), Merger Agreement (Covidien Group S.a.r.l.)

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Absence of Adverse Changes. Since the date of the Company Balance Sheet to the date of this AgreementSheet, there has not occurred any change, event, circumstance or development that is reasonably likely to have a been no 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 all material respects in the ordinary course of business and (b) none of the Company or any of its subsidiaries has not taken any action that would have required the consent of Parent under Section 5.1 5.1(b) (other than clauses (vii), (xii), (xiii), (xiv) or (xx) of this AgreementSection 5.1(b)), had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Icagen Inc)

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