Common use of Company Material Adverse Change Clause in Contracts

Company Material Adverse Change. Since December 31, 2011, there shall not have occurred any Company Material Adverse Effect. For the purposes of this clause (g), “Company Material Adverse Effect” means any change, event, circumstance or occurrence (“Effect”) that (considered with all other Effects) has or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Acquired Business and its Subsidiaries, taken as a whole, except for any Effect resulting from (a) changes in general economic, weather, regulatory or political conditions or changes that affect generally companies in the same or similar industries as the Acquired Business and its Subsidiaries, (b) entry into the Merger Agreement or the announcement or consummation of the transactions contemplated thereby (including effects on the workforce or general labor relations), (c) the outbreak or escalation of hostilities, the declaration of any national emergency or war or the occurrence of any other similar calamity or crisis, including acts of terrorism, (d) any change in applicable Law (as defined in the Merger Agreement) or GAAP (as defined in the Merger Agreement), (e) changes in debt or equity markets or (f) actions expressly required to be taken or omitted to be taken pursuant to the express terms of the Merger Agreement, or permitted to be taken pursuant to Section 5.3 therein, except in the case of each of the foregoing clauses (a), (c), (d) and (e) to the extent that the same has had or would reasonably be expected to have a disproportionate effect on the Acquired Business and its subsidiaries, taken as a whole, as compared to other companies in the Acquired Business’s and its Subsidiaries’ industry.

Company Material Adverse Change. Since December 31, 2011, there shall not have occurred any Company Material Adverse Effect. For the purposes of this clause (g), “Company Material Adverse Effect” means any change, event, circumstance or occurrence (“Effect”) that (considered with all other Effects) has or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Acquired Business and its Subsidiaries, taken as a whole, except for any Effect resulting from (a) changes in general economic, weather, regulatory or political conditions or changes that affect generally companies in the same or similar industries as the Acquired Business and its Subsidiaries, (b) entry into the Merger Agreement or the announcement or consummation of the transactions contemplated thereby (including effects on the workforce or general labor relations), (c) the outbreak or escalation of hostilities, the declaration of any national emergency or war or the occurrence of any other similar calamity or crisis, including acts of terrorism, (d) any change in applicable Law (as defined in the Merger Agreement) or GAAP (as defined in the Merger Agreement), (e) changes in debt or equity markets or (f) actions expressly required to be taken or omitted to be taken pursuant to the express terms of the Merger Agreement, or permitted to be taken pursuant to Section 5.3 therein, except in the case of each of the foregoing clauses (a), (c), (d) and (e) to the extent that the same has had or would reasonably be expected to have a disproportionate effect ef- fect on the Acquired Business and its subsidiaries, taken as a whole, as compared to other companies in the Acquired Business’s and its Subsidiaries’ industry.