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: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (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: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (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: Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Maytag Corp), Merger Agreement (Whirlpool 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: Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Genovese Leonard)
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: Merger Agreement (Duty Free International Inc), Merger Agreement (Duty Free International Inc), Merger Agreement (Baa PLC /Fi)
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: Merger Agreement (Time Warner Inc), Merger Agreement (Turner Broadcasting System Inc), Agreement and Plan of Merger (Time Warner Inc)
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: Merger Agreement (Metaldyne Corp), Agreement and Plan of Merger (Masco Corp /De/), Agreement and Plan of Merger (Metaldyne Corp)
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: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (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: Merger Agreement (Stant Corp), Merger Agreement (Revco D S Inc), Merger Agreement (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 reasonably be expected to could have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)
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: Merger Agreement (Imagex Com Inc), Merger Agreement (Usx Corp), Merger Agreement (Pennaco Energy 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 constitutes a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Somanetics Corp), Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC)
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: Merger Agreement, Merger Agreement (WPS Resources Corp), Merger Agreement (Peoples Energy 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: Merger Agreement (Hain Food Group Inc), Merger Agreement (Hain Food 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 reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Weyerhaeuser Co), Merger Agreement (Weyerhaeuser Co)
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 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: Merger Agreement (United Defense Industries Inc), Merger Agreement (United Defense Industries 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 to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Photon Dynamics Inc), Merger Agreement (Ikon Office Solutions Inc)
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: Acquisition Agreement (Alloy Inc), Merger Agreement (Jones Apparel Group 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: Merger Agreement (Bird Corp), Merger Agreement (Bi Expansion Ii Corp)
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: Merger Agreement (Imperial Industries Inc), Merger Agreement (Cambridge Display Technology, 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 EffectEffect on the Company.
Appears in 2 contracts
Samples: Merger Agreement (Amx Corp /Tx/), Merger Agreement (Thrall Omni 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 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 of Exchange and Merger (Peco Energy Co)
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: 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 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: Merger Agreement (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 or would could reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Electronic Data Systems Corp /De/)
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
Samples: Merger Agreement (Warrantech Corp)
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
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 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
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
Samples: Merger Agreement (MSC Software 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
Samples: Merger Agreement (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 EffectEffect on the Company.
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 Effect.
Appears in 1 contract
Samples: Merger Agreement (Brown Tom Inc /De)
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
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 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
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
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
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: Merger Agreement (Lazard Freres Real Estate Investors LLC)
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
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
Samples: Merger Agreement (Ralston Purina Co)
