Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Advice of Changes. The Parent and the Company shall promptly advise Parent the other orally and in writing of any change or event that that, individually or in the aggregate with all past changes and events which have occurred since the date of this Agreement, has had or would reasonably be expected to have have, with respect to Parent, a Parent Material Adverse Effect or, with respect to the Company, a Company Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change event, change, effect, development, condition or event that has had occurrence that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Maytag Corp), Agreement and Plan of Merger (Maytag Corp), Agreement and Plan of Merger (Whirlpool Corp /De/)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would could be reasonably be expected likely to have a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had or would could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, respectively.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Leonard), Agreement and Plan of Merger (Penney J C Co Inc)
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc), Agreement and Plan of Merger (Turner Broadcasting System Inc), And Restated Agreement and Plan of Merger (Turner Broadcasting System Inc)
Advice of Changes. (i) The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Ford Motor Co)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Duty Free International Inc), Agreement and Plan of Merger (Duty Free International Inc), Agreement and Plan of Merger (Baa PLC /Fi)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have constitutes a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC)
Advice of Changes. (i) The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Foilmark Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to could have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc)
Advice of Changes. The Company shall use reasonable efforts to promptly advise Parent orally and in writing of any change or event or which the Company becomes aware that has had or would reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Aquent Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a material adverse effect on the Company Material Adverse Effectand its subsidiaries taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stant Corp), Agreement and Plan of Merger (Revco D S Inc), Agreement and Plan of Merger (Tomkins PLC)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would could reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Imagex Com Inc), Agreement and Plan of Merger (Usx Corp), Agreement and Plan of Merger (Pennaco Energy Inc)
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Peoples Energy Corp)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that to its knowledge has had had, or would is reasonably be expected likely to have have, a Company Material Adverse Effect. Parent shall promptly advise the Company orally and in writing of any change or event that to its knowledge has had, or is reasonably likely to have, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)
Advice of Changes. The Company shall promptly advise Parent ------------------- orally and in writing of any change or event that of which the Company has had knowledge having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bi Expansion Ii Corp), Agreement and Plan of Merger (Bird Corp)
Advice of Changes. The Company shall promptly advise Parent ----------------- orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hain Food Group Inc), Agreement and Plan of Merger (Hain Food Group Inc)
Advice of Changes. (a) The Company shall promptly advise Parent and Purchaser orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, could have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reinhold Acquisition Corp.), Agreement and Plan of Merger (Reinhold Industries Inc/De/)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would is reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc), Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be is expected to have a Company Material Adverse Effect. Parent shall promptly advise the Company orally and in writing of any change or event that has had or is expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imperial Industries Inc), Agreement and Plan of Merger (Cambridge Display Technology, Inc.)
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had or would could reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively.
Appears in 2 contracts
Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Weyerhaeuser Co), Agreement and Plan of Merger (Weyerhaeuser Co)
Advice of Changes. The Company Parent shall promptly advise Parent the Company orally and in writing of any change or event known to Parent that has had or would could reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Acquisition Agreement (Alloy Inc)
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had or would could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Exchange and Merger (Peco Energy Co), Agreement and Plan (Peco Energy Co)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amx Corp /Tx/), Agreement and Plan of Merger (Thrall Omni CO Inc)
Advice of Changes. The Company shall will promptly advise Parent orally and in writing of any change state of facts, event, change, effect, development, condition or event that has had occurrence that, individually or would in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that that, individually or in the aggregate, has had or would is reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that that, individually or in the aggregate, has had or would could reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse EffectEffect other than any change or event in (i) the economy or the securities markets in general or (ii) the Company's industry in general, and not specifically relating to the Company or the Company Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tripoint Global Communications Inc)
Advice of Changes. The Company shall promptly advise Parent ------------------ orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atria Communities Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would is reasonably be expected likely to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that of which the Company has had knowledge having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect.
Appears in 1 contract
Advice of Changes. The Company shall promptly advise the Parent orally and in writing to the extent it has knowledge of any change or event that has had having, or would which could reasonably be expected to have have, a material adverse effect on the Company Material Adverse Effect.or on the truth of its
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transmedia Asia Pacific Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had which would have a Material Adverse Effect on Company or would reasonably be expected to have a Company Material Adverse Effectprohibit the Merger or the other transactions contemplated hereby.
Appears in 1 contract
Advice of Changes. The Company Parent shall promptly advise Parent the ----------------- Company orally and in writing of any change or event known to Parent that has had or would could reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McNaughton Apparel Group Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had or would is reasonably be expected likely to have a Company Material Adverse Effect. Parent shall promptly advise the Company orally and in writing of any change or event that has had or is reasonably likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc)
Advice of Changes. The Company shall promptly advise Parent orally ----------------- and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willamette Industries Inc)
Advice of Changes. The Company and Parent shall promptly ------------------ advise Parent the other orally and in writing of any change or event that has had or would could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Exchange and Merger (Commonwealth Edison Co)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, could have, a Company Material Adverse Effect.material adverse effect on the Company. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.1
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had has, since December 31, 2001, or would reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Advice of Changes. The Company and Parent shall promptly advise Parent the other orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse Effect or Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Litton Industries Inc)
Advice of Changes. The Company shall promptly advise Parent orally and in writing of any change or event that has had having, or would which, insofar as can reasonably be expected to have foreseen, would have, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
