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

Absence of Material Adverse Changes, etc. Since the Company Balance Sheet Date through the Agreement Date, (a) the Company and the Company Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice, (b) there has not been or occurred any event, condition, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect and (c) neither the Company nor any of the Company Subsidiaries has taken any action that would be prohibited by clauses (iv), (v), (vi), (viii), (ix), (xi), (xii), (xiii), (xvii) or (xviii) (to the extent clause (xviii) relates to the aforementioned clauses) of Section 4.2(b) if taken without the consent of Parent after the Agreement Date.

Absence of Material Adverse Changes, etc. Since the Company Balance Sheet Date through until the Agreement Datedate of this Agreement, (a) the Company and the Company Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice, (b) there has not been or occurred any event, conditionchange, changeeffect, occurrence or development of a state of facts that, individually or in the aggregate, has had or had, and would reasonably be expected to have have, a Company Material Adverse Effect Effect. From the Balance Sheet Date until the date of this Agreement, except as contemplated hereby, and except for discussions, negotiations and transactions related to this Agreement or other potential strategic transactions, (ca) neither the Company nor any business of the Company and its Subsidiaries has been conducted in the Ordinary Course of Business, and (b) the Company has not taken any action that would be prohibited by clauses have required Parent’s consent under Section 4.1 had such action or event occurred after the date of this Agreement (ivother than actions or events of the kind set forth in Section 4.1(b)(viii), (vSection 4.1(b)(ix), (viSection 4.1(b)(xi), (viiiSection 4.1(b)(xxii), (ix), (xi), (xii), (xiii), (xviiSection 4.1(b)(xxiv) or (xviiiSection 4.1(b)(xxvi) (to the extent clause (xviii) relates relating to the aforementioned clausesforegoing Sections) that have been taken or occurred in the Ordinary Course of Section 4.2(b) if taken without the consent of Parent after the Agreement DateBusiness).