No Closing Date Material Adverse Effect. Since June 30, 2017, no event or circumstance, either individually or in the aggregate, has occurred that has had or could reasonably be expected to have a Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect. Since June 4, 2017 there has not been any Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect. Since December 31, 2013, there shall not have occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect. Since December 31, 2009 there shall not have been a Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect. Since the date of the Base Balance Sheet (as defined in the Xxxx Acquisition Agreement), there has not occurred a Material Adverse Effect (as defined in the Xxxx Acquisition Agreement).
No Closing Date Material Adverse Effect. There shall not have occurred any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in any change or effect, that is materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole (after giving effect to the Transactions), since September 30, 2005 (a “Material Adverse Change”); provided, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Change: (A) any change, effect, event, occurrence, state of facts or development (1) in the financial or securities markets or the economy in general, (2) in the industries in which the Borrower or any of its Subsidiaries (after giving effect to the Transactions) operates in general, to the extent that such change, effect, event, occurrence, state of facts or development does not disproportionately impact the Borrower or any of its Subsidiaries (after giving effect to the Transactions), or (3) resulting from any divestiture required to be effected pursuant to the terms of the Acquisition Agreement, (B) any failure, in and of itself, by the Borrower or Target to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonable be expected to be, a Material Adverse Change or (C) any effect on the Borrower’s or Target’s business relating to or arising from any product recalls announced by Target prior to January 16, 2006, or any related pending or future litigation, investigations by governmental authorities or other developments.
No Closing Date Material Adverse Effect. Since December 31, 2010, there has not been a Closing Date Material Adverse Effect.
No Closing Date Material Adverse Effect. Except as (i) set forth in, in the case of Verge, the disclosure letter delivered by Verge to the Borrower and Merger Sub, simultaneously with the execution of the Acquisition Agreement (the “Verge Disclosure Letter”) or, in the case of the Borrower and Merger Sub, the disclosure letter delivered by the Borrower and Merger Sub to Verge simultaneously with the execution of the Acquisition Agreement (the “Westwood Disclosure Letter,” and each of the Verge Disclosure Letter and the Westwood Disclosure Letter, a “Disclosure Letter”), (ii) in the case of the Borrower, disclosed in the Westwood SEC Reports (as defined below) publicly filed with the Securities and Exchange Commission (the “SEC”) at least two Business Days (as defined below) prior to the execution of the Acquisition Agreement (excluding any disclosures set forth in any risk factor section in any Westwood SEC Report (as defined below), forward-looking statements contained in any Westwood SEC Report or any exhibit to any Westwood SEC Report (except, in the case of an exhibit to any Westwood SEC Report, to the extent explicitly referred to in the Acquisition Agreement for a particular purpose)), or (iii) in the case of Verge, disclosed in the Most Recent Verge Audit (as defined below) (excluding any disclosures set forth in any risk factor section in the Most Recent Verge Audit or forward-looking statements contained in the Most Recent Verge Audit), (x) with respect to Verge, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below) and (y) with respect to the Borrower, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below).
No Closing Date Material Adverse Effect. No Closing Date Material Adverse Effect with respect to any of the Target Companies has occurred since September 30, 2011.
No Closing Date Material Adverse Effect. No event shall have occurred and no condition shall exist that has had or could reasonably be expected to have a Closing Date Material Adverse Effect.
