Common use of No Closing Material Adverse Effect Clause in Contracts

No Closing Material Adverse Effect. Since the date hereof, there has not occurred a Parent Material Adverse Effect. For purposes of the preceding sentence and Section the occurrence of any of the following events or circumstances, in and of themselves and in combination with any of the others, shall not constitute a Parent Material Adverse Effect: i. any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder litigation or threat of stockholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein unless BUDEE shall conclude that it has or could have a Parent Material Adverse Effect on Parent and the Surviving Corporation, taken as a whole; and ii. any adverse change, event or effect that is demonstrated to be caused primarily by conditions generally affecting the United States economy.

Appears in 1 contract

Samples: Merger Agreement (Driven Deliveries, Inc.)

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No Closing Material Adverse Effect. Since the date hereof, there has not occurred a Parent Material Adverse Effect. For purposes of the preceding sentence and Section (a), the occurrence of any of the following events or circumstances, in and of themselves and in combination with any of the others, shall not constitute a Parent Material Adverse Effect: i. (i) any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder litigation or threat of stockholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein unless BUDEE Pathworks-Florida shall conclude that it has or could have a Parent Material Adverse Effect on the Parent and the Surviving CorporationParent, taken as a whole; and (ii. ) any adverse change, event or effect that is demonstrated to be caused primarily by conditions generally affecting the United States economy.

Appears in 1 contract

Samples: Merger Agreement (Lexicon United Inc)

No Closing Material Adverse Effect. Since the date hereof, there A Parent Material Adverse Effect has not occurred a Parent Material Adverse Effectsince the date of execution of this Agreement. For purposes of the preceding sentence and Section 6.2(a), the occurrence of any of the following events or circumstances, in and of themselves and in combination with any of the others, shall not constitute a Parent Material Adverse Effect: i. (i) any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder litigation or threat of stockholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein unless BUDEE JEFE shall conclude that it has or could have a Parent Material Adverse Effect on the Parent and the Surviving Corporation, taken as a whole; and (ii. ) any adverse change, event or effect that is demonstrated to be caused primarily by conditions generally affecting the United States economy.

Appears in 1 contract

Samples: Merger Agreement (MamaMancini's Holdings, Inc.)

No Closing Material Adverse Effect. Since the date hereof, there A Parent Material Adverse Effect has not occurred a Parent Material Adverse Effectsince the date of execution of this Agreement. For purposes of the preceding sentence and Section 6.2(a), the occurrence of any of the following events or circumstances, in and of themselves and in combination with any of the others, shall not constitute a Parent Material Adverse Effect: i. (1) any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder stockholder/member litigation or threat of stockholder stockholder/member litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein unless BUDEE TW shall conclude that it has or could have a Parent Material Adverse Effect on the Parent and the Surviving Corporation, taken as a whole; and ii. (2) any adverse change, event or effect that is demonstrated to be caused primarily by conditions generally affecting the United States economy.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Surge Holdings, Inc.)

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No Closing Material Adverse Effect. Since the date hereof, there has not occurred a Parent Material Adverse Effect. For purposes of the preceding sentence and Section 6.2(a), the occurrence of any of the following events or circumstances, in and of themselves and in combination with any of the others, shall not constitute a Parent Material Adverse Effect: i. (1) any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder litigation or threat of stockholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein unless BUDEE OrthoNetx shall conclude that it has or could have a Parent Material Adverse Effect on the Parent and the OrthoNetx Surviving Corporation, taken as a whole; and ii. (2) any adverse change, event or effect that is demonstrated to be caused primarily by conditions generally affecting the United States economy.

Appears in 1 contract

Samples: Merger Agreement (Eye Dynamics Inc)

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