Common use of Absence of Material Adverse Changes, etc Clause in Contracts

Absence of Material Adverse Changes, etc. Since December 31, 2007, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. From December 31, 2007 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 of this Agreement (other than paragraphs (b)(vii), (viii) and (xiii) of Section 5.1) had such action or event occurred after the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)

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Absence of Material Adverse Changes, etc. Since December 31, 2007, there has not been or occurred any event, change, occurrence or development of a state of facts that, to the Knowledge of the Company, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. From December 31, 2007 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company SubsidiariesSubsidiary, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section SECTION 5.1 of this Agreement (other than paragraphs (b)(vii), (viii) and (xiii) of Section SECTION 5.1) had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allergy Research Group Inc)

Absence of Material Adverse Changes, etc. Since December 31, 20072008, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, has had or would reasonably be likely expected to have a Company Material Adverse Effect. From December 31, 2007 2008 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 5.1(b) of this Agreement (other than paragraphs (b)(vii), (viiib)(viii), (b)(ix) and (xiiib)(xvi) of Section 5.1) had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sepracor Inc /De/)

Absence of Material Adverse Changes, etc. Since December March 31, 20072024 until the date of this Agreement, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, that has had or would reasonably be likely to have a Company Material Adverse Effect. From December March 31, 2007 until the date of this Agreement2024, except as contemplated hereby, (a) the business of the Company and the Company its Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business Business; and (b) there has not been any action or event that would have required the consent constituted a material breach of Parent under Section 5.1 of this Agreement (other than paragraphs (b)(vii), (viii) and (xiii) of Section 5.1) had such action or event occurred after the date of this AgreementAgreement without the consent of Parent (other than actions or events of the kind set forth in Section 5.1(b)(ii), Section 5.1(b)(vii), Section 5.1(b)(ix) and Section 5.1(b)(xx) that have been taken or occurred in the Ordinary Course of Business).

Appears in 1 contract

Samples: Merger Agreement (Surmodics Inc)

Absence of Material Adverse Changes, etc. Since December 31June 30, 20072012, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. From December 31June 30, 2007 2012 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 5.1(b) of this Agreement (other than paragraphs (b)(vii), (viii) and (xiiib)(xiii) of Section 5.1) had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dusa Pharmaceuticals Inc)

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Absence of Material Adverse Changes, etc. Since December 31, 2007, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, has had or would reasonably be likely expected to have a Company Material Adverse Effect. From December 31, 2007 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 of this Agreement (other than paragraphs paragraph (b)(vii), (viii) and (xiii) of Section 5.1) had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciele Pharma, Inc.)

Absence of Material Adverse Changes, etc. Since December 31, 2007, there has not been or occurred any event, change, occurrence or development of a state of facts that, to the Knowledge of the Company, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. From December 31, 2007 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company SubsidiariesSubsidiary, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 of this Agreement (other than paragraphs (b)(vii), (viii) and (xiii) of Section 5.1) had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KI NutriCare, Inc.)

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