No Acquired Company Material Adverse Change Sample Clauses

No Acquired Company Material Adverse Change. Since the date of the most recent financial statements of the Acquired Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, to the knowledge of the Company (i) there has not been any change in the capital stock or consolidated long-term debt of the Acquired Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Acquired Company on any class of capital stock, or any adverse change material to the Acquired Company and its subsidiaries, taken as a whole (A) that would reasonably be expected to result in a material adverse change in or affecting the business, properties, financial position, management, stockholders’ equity, results of operations or prospects of the Company, the Acquired Company and their respective subsidiaries, taken as a whole (the “Combined Company”), or (B) in or affecting the ability of the Acquired Company to consummate the transactions contemplated by this Agreement or the other Transactions; (ii) neither the Acquired Company nor any of its subsidiaries has entered into any transaction or agreement that would reasonably be expected to be material to the Combined Company or incurred any liability or obligation, direct or contingent, that would reasonably be expected to be material to the Combined Company; and (iii) neither the Acquired Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that would reasonably be expected to be material to the Combined Company; except in each case as otherwise disclosed in the Pricing Prospectus.
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Related to No Acquired Company Material Adverse Change

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Material Adverse Change A Material Adverse Change occurs;

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • No Material Adverse Change in Financial Statements All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

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