Common use of Material Adverse Effect Clause in Contracts

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Tularik Inc)

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Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 7 contracts

Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.), Implementation Agreement (SunEdison Semiconductor LTD)

Material Adverse Effect. Since There shall not have occurred since the date of this Agreement, there shall not have occurred Agreement any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (GRH Holdings, L.L.C.), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Millstream Acquisition Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (ZAGG Inc), Agreement and Plan of Merger (Ecolab Inc), Stock Purchase Agreement (Beckman Coulter Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in on the aggregate, reasonably be expected to have a Company Material Adverse EffectCompany.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Rite Aid Corp), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (California Culinary Academy Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zipcar Inc), Agreement and Plan of Merger (Avis Budget Group, Inc.)

Material Adverse Effect. Since the date of this Agreement, there no event, circumstance or change shall not have occurred any Company Material Adverse Effect or any event or development that wouldthat, individually or in the aggregateaggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Company Material Adverse EffectEffect on the Company or any other Group Company.

Appears in 5 contracts

Samples: Convertible Preferred Shares Purchase Agreement (Jupai Holdings LTD), Convertible Preferred Shares Purchase Agreement (Jupai Holdings LTD), Preferred Share Purchase Agreement (Kingsoft Internet Software Holdings LTD)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Nicor Inc)

Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Stock Purchase Agreement (CURO Group Holdings Corp.), Business Combination Agreement (Firstcash, Inc), Agreement and Plan of Merger (Snap Interactive, Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect or any event event, occurrence, fact, condition, effect, change or development that wouldthat, individually or in the aggregate, has had or would be reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Citizens Community Bancorp Inc.), Agreement and Plan of Merger (North Central Bancshares Inc), Agreement and Plan of Merger (Access Plans Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company a Material Adverse Effect with respect to the Company and no facts or any event or development that wouldcircumstances arising after the date of this Agreement shall have occurred which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company.

Appears in 4 contracts

Samples: Exhibit 2 Agreement and Plan of Merger (Taco Cabana Inc), Agreement and Plan of Merger (Milestone Properties Inc), Agreement and Plan of Merger (Concord Assets Group Inc)

Material Adverse Effect. Since the date of this Agreement, except as set forth in the Company Disclosure Letter, there shall not have occurred any Company Material Adverse Effect or any been no change, effect, event or development that wouldoccurrence or state of facts that, individually or in the aggregate, reasonably be expected to has had or would have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Teleflex Medical Inc), Agreement and Plan of Merger (Arrow International Inc), Agreement and Plan of Merger (Teleflex Inc)

Material Adverse Effect. Since the date of this AgreementAgreement Date, there the Company shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have experienced a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (JanOne Inc.), Agreement and Plan of Merger (Versus Systems Inc.), Agreement and Plan of Merger (Versus Systems Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect changes, circumstances or any event or development that wouldeffects that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Highbury Financial Inc), Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Lehman Brothers Holdings Inc)

Material Adverse Effect. Since the date of this Agreement, there There shall not have occurred any Company been no Material Adverse Effect or any on the Company and no event or development that would, individually or in the aggregate, occurrence which could reasonably be expected to have a Company Material Adverse EffectEffect on the Company, since the date of this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Actuant Corp), Stock Purchase Agreement (Actuant Corp), Stock Purchase Agreement (Key Components LLC)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Agreement no Company Material Adverse Effect or any shall have occurred and no event or development circumstance that would, individually may result in or in the aggregate, reasonably be expected to have cause a Company Material Adverse EffectEffect shall have occurred.

Appears in 3 contracts

Samples: Registration Rights Agreement (DFB Healthcare Acquisitions Corp.), Agreement and Plan of Merger (Constellation Alpha Capital Corp.), Agreement and Plan of Merger (Barington/Hilco Acquisition Corp.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Seller Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event event, change or development that wouldthat, individually or in the aggregateaggregate with any other event, reasonably be expected to have change or development since the date of this Agreement, has had a Company Material Adverse EffectEffect on the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ipcs Inc), Agreement and Plan of Merger (Horizon PCS Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred or otherwise arisen and be continuing any Company Material Adverse Effect or any event or development that wouldwhich, either individually or in the aggregate, 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 (Flextronics International Ltd.), Agreement and Plan of Merger (Solectron Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect state of facts, change, development, effect, event, condition or any event or development that wouldoccurrence that, individually or in the aggregate, reasonably be expected to have constitutes or has had a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)

Material Adverse Effect. Since Following the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any no change, circumstance, effect, event or development that wouldfact that, individually or in the aggregate, has had, or is reasonably be expected to have have, a Company Material Adverse EffectEffect shall have occurred.

Appears in 2 contracts

Samples: And Restated Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any been no change, event or development that wouldthat, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect.Effect with respect to the Company (provided, that no change, event or development resulting from the steps taken by the Company after the date hereof reasonably required to comply with the Final FTC Order shall be considered in determining whether a Material Adverse Effect has occurred with respect to the Company);

Appears in 2 contracts

Samples: Stock Purchase Agreement (FriendFinder Networks Inc.), Stock Purchase Agreement (FriendFinder Networks Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event event, condition, state of facts or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Harrahs Entertainment Inc), Stock Purchase Agreement (Horseshoe Gaming Holding Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any condition, change or effect that is materially adverse to the business, properties, prospects or condition (financial or otherwise) of the Company (a "Material Adverse Effect Effect") and no facts or any event or development that wouldcircumstances arising after the date of this Agreement shall have occurred which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rellance Security Group PLC), Stock Purchase Agreement (Sands Steven B)

Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event event, occurrence, discovery or development that wouldthat, individually or in the aggregate, has resulted, or would reasonably be expected likely to have result, in a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)

Material Adverse Effect. Since There shall have occurred no events or changes since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that wouldAgreement that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verint Systems Inc), Agreement and Plan of Merger (Witness Systems Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect event, development, circumstance or any event or development that wouldset of circumstances, which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Planetout Inc), Agreement and Plan of Merger (Kushi Resources Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect with respect to the Company and no facts or any event or development that wouldcircumstances arising after the date of this Agreement shall have occurred which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BCT International Inc /), Agreement and Plan of Merger (BCT International Inc /)

Material Adverse Effect. Since the date of this AgreementNo Effect, there shall not have occurred any Company Material Adverse Effect or any event or development that would, either individually or in the aggregate, shall have occurred and be continuing after the date of this Agreement that has 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 (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Parent shall have received a certificate of the Chief Executive Officer of the Company to that effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Caprius Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect and no facts or any event or development that wouldcircumstances arising after the date of this Agreement shall have occurred which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr), Agreement and Plan of Merger (Healthworld Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event change, event, circumstances or development that wouldthat, individually or in the aggregate, has had, or is reasonably be expected likely to have have, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect or any effect, change, event or development occurrence that wouldhas had or would reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sino Gas International Holdings, Inc.), Agreement and Plan of Merger (Lj International Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect no changes, events or any event or development that woulddevelopments which, individually or in the aggregate, have had, or would reasonably be expected to have have, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mills Corp), Agreement and Plan of Merger (Mills Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no Company Material Adverse Effect shall have occurred that is continuing, and no event, change, occurrence, development or any event set of circumstances or development that wouldfacts shall have occurred which, individually or in the aggregate, would reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, would reasonably be expected to (A) have a Company Material Adverse EffectEffect or (B) prevent, interfere with, hinder or materially delay the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tessera Technologies Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect change, event, fact, effect, condition, development or any event occurrence that has had or development that wouldwould reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Payments Inc)

Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or Effect, nor shall any event or development that wouldevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (Marizyme Inc)

Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event event, occurrence, discovery or development that wouldthat, individually or in the aggregate, has resulted, or would reasonably be expected to have result, in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dobson Communications Corp)

Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Seller Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Technical Institute Inc)

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Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect change, event, occurrence, development, effect, condition, circumstance or any event matter that has had, or development that wouldwould reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Safeway Inc)

Material Adverse Effect. Since At any time on or after the date of this Agreement, there shall not have occurred any Company Material Adverse Effect change, circumstance or any event or development that wouldthat, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pangaea Logistics Solutions Ltd.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect been no events, changes, circumstances or any event or development that wouldeffects that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Physiometrix Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Parent shall have received a certificate of an executive officer of the Company to that effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tegal Corp /De/)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event change, event, occurrence, effect or development that wouldthat, individually or in the aggregate, has had or would reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (UNS Energy Corp)

Material Adverse Effect. Since the date of this the Agreement, there shall not have occurred any Company Material Adverse Effect or any event event, change, effect or development that wouldthat, individually or in the aggregate, has had or would be reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Calpine Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect or any event or development that wouldthat, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Business or an Acquired Company.

Appears in 1 contract

Samples: Master Transaction Agreement (Voya Financial, Inc.)

Material Adverse Effect. Since No effect, either individually or in the aggregate shall have occurred and be continuing after the date of this Agreement, there shall not have occurred any Company Material Adverse Effect Agreement that has or any event or development that would, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Investment Managers Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have events which constitute a Company Material Adverse Effect.. Section 7.4

Appears in 1 contract

Samples: Asset Purchase Agreement (AlTi Global, Inc.)

Material Adverse Effect. Since the date of this Agreement, there no event, circumstance or change shall not have occurred any Company Material Adverse Effect or any event or development that wouldthat, individually or in the aggregateaggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Company Material Adverse EffectEffect on the Company or any other Group Entity.

Appears in 1 contract

Samples: Share Purchase Agreement (TAL Education Group)

Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect or has not occurred, nor has any event or development that wouldevents occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liquidity Services Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect changes, conditions, events or any event developments that have had or development that would, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lodgian Inc)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event fact, change, event, circumstance, occurrence, effect or development that wouldthat, individually or in the aggregateaggregate has had, or would reasonably be expected to have result in, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company a Material Adverse Effect nor, to the Company’s Knowledge, shall any events have occurred or shall any event or development that would, individually or in the aggregate, circumstances exist which could reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Equity Purchase Agreement (Jupitermedia Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect change, event, fact, effect or any event occurrence that has had or development that would, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J M SMUCKER Co)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect event, circumstance or any event or development that wouldother matter that, individually or in the aggregatetogether with all such other events, circumstances or matters, has had, or would reasonably be expected to have have, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cannae Holdings, Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been a Company Material Adverse Effect Effect, and no event shall have occurred that will, or any event or development that would, individually or in the aggregate, could reasonably be expected to to, have a Company Material Adverse Effect.;

Appears in 1 contract

Samples: Share Purchase Agreement (Multi Fineline Electronix Inc)

Material Adverse Effect. Since No Company Material Adverse Effect, nor any events, circumstances, changes or effects that in the aggregate would constitute a Company Material Adverse Effect, shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Acquisition Agreement (Orthofix International N V)

Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, which could reasonably be expected to have a Company Material Adverse EffectEffect on either Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Assets Holding Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect circumstances, events, occurrences, changes or any event or development that wouldeffects that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Hcp, Inc.)

Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, which could reasonably be expected to have a Company Material Adverse EffectEffect on any of the Companies, the Company Subsidiaries or the Businesses.

Appears in 1 contract

Samples: Purchase Agreement (International Assets Holding Corp)

Material Adverse Effect. Since From the date of this AgreementAgreement and the Closing Date, there shall not have occurred any Company Material Adverse Effect event, development, state of circumstances, facts, or condition of any event character that has had or development that wouldwould reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect event, occurrence, development or any event or development that wouldstate of circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Investment and Exchange Agreement (Emisphere Technologies Inc)

Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall will not have occurred or arisen any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect or any event or development that would, individually or in the aggregate, could reasonably be expected to (A) have a Company Material Adverse EffectEffect or (B) prevent, interfere with, hinder or materially delay the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tessera Technologies Inc)

Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect on the Company or the Company Subsidiaries, taken as a whole, or any change, condition, event or development that wouldthat, individually or in the aggregate, has resulted in or could reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company and the Company Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sky Financial Group Inc)

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