No Adverse Change or Development, Etc. (i) Nothing shall have occurred since December 31, 1998 (and the Lender shall have become aware of no facts or conditions not previously known to the Lender) which the Lender shall, in its reasonable discretion, determine could have a material adverse effect on the rights or remedies of the Lender, or on the ability of the Company to perform its obligations to the Lender or which could have a materially adverse effect on the business, property, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"); (ii) trading in securities generally on the New York or American Stock Exchange shall not have been suspended and minimum or maximum prices shall not have been established on any such exchange; (iii) a banking moratorium shall not have been declared by New York or United States authorities; and (iv) there shall not have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, or (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, or (C) any material change in the general financial markets of the United States which, in each case, in the reasonable judgment of the Lender would have a material adverse effect on the ability to syndicate loans or sell or place securities, as the case may be, such as the Senior Subordinated Financing.
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Samples: Agreement and Plan of Merger (Happy Kids Inc), Agreement and Plan of Merger (Happy Kids Inc), Agreement and Plan of Merger (Happy Kids Inc)
No Adverse Change or Development, Etc. (i) Nothing shall have occurred since December 31, 1998 (1997 and since the Lender Effective Date, the Lenders shall have become aware of no facts or conditions not previously otherwise known to the Lender) Lenders on the Effective Date, which the Lender shall, in its reasonable discretion, determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Lender, or on the ability of the Company to perform its obligations to the Lender or which could have a materially adverse effect on the business, property, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"); (ii) trading in securities generally on the New York or American Stock Exchange shall not have been suspended and minimum or maximum prices shall not have been established on any such exchange; (iii) a banking moratorium shall not have been declared by New York or United States authorities; and (iv) there shall not have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, power or (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, or (C) any material change in the general financial markets of the United States which, in each case, in the reasonable judgment of the Lender Lenders would have a material adverse effect on materially and adversely affect the ability of the Lenders to syndicate loans the Term Loan or sell makes it impracticable or place securities, as inadvisable to proceed with the case may be, such as consummation of the Senior Subordinated FinancingEnertel Acquisition or the Term Loan or any of the other transactions contemplated hereby.
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No Adverse Change or Development, Etc. (i) Nothing shall have occurred since December 31the Effective Date, 1998 (and the Lender Lenders shall have become aware of no facts or conditions not previously otherwise known to the Lender) Lenders on the Effective Date, which the Lender shall, in its reasonable discretion, determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Lender, or on the ability of the Company to perform its obligations to the Lender or which could have a materially adverse effect on the business, property, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"); (ii) trading in securities generally on the New York or American Stock Exchange shall not have been suspended and minimum or maximum prices shall not have been established on any such exchange; (iii) a banking moratorium shall not have been declared by New York or United States authorities; and (iv) there shall not have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, power or (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, or (C) any material change in the general financial markets of the United States which, in each case, in the reasonable judgment of the Lender Lenders would have a material adverse effect on materially and adversely affect the ability of the Lenders to syndicate loans the Additional Loan or sell makes it impracticable or place securities, as inadvisable to proceed with the case may be, such as Additional Loan or any of the Senior Subordinated Financingother transactions contemplated hereby.
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Samples: Worldport Communications Inc