No Buyer Material Adverse Change. No event shall have occurred that constitutes a Buyer Material Adverse Change.
No Buyer Material Adverse Change. Since the date of this Agreement, no Buyer Material Adverse Effect has occurred.
No Buyer Material Adverse Change. There shall have occurred no result, occurrence, fact, change, event or effect that, individually or taken together with all other results, occurrences, facts, changes, events or effects, has had, or would reasonably be expected to have, a Buyer Material Adverse Change.
No Buyer Material Adverse Change. Since December 31, 2004 there has not occurred a Buyer Material Adverse Change.
No Buyer Material Adverse Change. There shall have been no Buyer Material Adverse Change since the date hereof, and Parents shall have received a certificate dated the Closing Date to such effect.
No Buyer Material Adverse Change. No Buyer Material Adverse Change shall have occurred.
No Buyer Material Adverse Change. From the date of this Agreement through the Closing, there shall not have been a Buyer Material Adverse Change.
No Buyer Material Adverse Change. During the period from December 31, 2007 to the date hereof and during the period from the date hereof through the Closing Date, there shall have been no Buyer Material Adverse Change.
No Buyer Material Adverse Change. Between December 28, 2001 and the earlier of (a) such time as Buyer shall have consummated an Equity Financing and (b) 5:00 p.m., New York City time, on the eighth (8th) Business Day immediately following the date on which the Registration Statement shall have been declared effective by the SEC (the earlier of the times described in clauses (a) and (b) being the "Special Condition Fall-Away Time"), no Buyer MAC (as defined below) shall have occurred. Notwithstanding the foregoing, it is understood and agreed that the condition set forth in this Section 6.04 shall be deemed satisfied as of (and, accordingly, such condition shall expire and be of no force or effect from and after) the Special Condition Fall-Away Time, and as of and from and after the Special Condition Fall-Away Time the only conditions to Buyer's obligations shall be those expressly set forth in Sections 6.01, 6.02, 6.03, 6.06, 6.07 and 6.08 hereof. As used above, the term "Buyer MAC" shall mean that at any time after the date of this Agreement and prior to the Special Condition Fall-Away Time, it shall be reasonably determined that there shall have occurred a material adverse change in the assets, business, operations, condition (financial or otherwise) or prospects (without giving effect to the Business or the consummation of the transactions contemplated hereby) of Buyer and its subsidiaries taken as a whole that has had or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Equity Financing or the transactions contemplated by the Credit Facility at such time; provided, however, that the following shall not be considered in determining whether a Buyer MAC shall have occurred: (1) any fact, event, development, circumstance, condition or state of affairs of which Buyer had knowledge as of the date of this Agreement, (2) changes (or the effects of changes), in and of themselves, in the trading or market prices of Buyer's securities or (3) changes, in and of themselves, attributable to this Agreement, the transactions contemplated thereby or the announcement or other disclosure thereof; provided, further, that if the SEC were to issue comments or impose requirements in respect of the Registration Statement which, if addressed or implemented by Buyer, would require a significant restatement or amendment of Buyer's financial statements and such restatement or amendment could reasonably be expected to have a material adverse effect on the abil...
No Buyer Material Adverse Change. Since December 31, 2007 there has not occurred a change in the business, properties, assets or financial condition of Buyer or any of its Subsidiaries that, individually or in the aggregate, has had a Buyer Material Adverse Effect.
