No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Material Adverse Effect on the Company.
Appears in 6 contracts
Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (PNK Entertainment, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventeffect, change, condition, state of fact, development, occurrence or effect event that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would be reasonably be expected likely to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp), Merger Agreement (Gray Television Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any change, effect, event, changeoccurrence, development, occurrence development or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects state of facts that has resulted had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Williams Companies Inc), Merger Agreement (Energy Transfer Equity, L.P.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any event, change, development, occurrence effect or effect development that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
No Company Material Adverse Effect. Since During the period from the date of this AgreementAgreement to the Closing Date, there shall not have been occurred any eventfact, circumstance, effect, change, development, occurrence event or effect development that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Merger Agreement (Exactech Inc), Merger Agreement (Headwaters Inc), Merger Agreement (Life Time Fitness, Inc.)
No Company Material Adverse Effect. Since the date of this the Agreement, there shall not have been any no change, event, changecircumstance, development, occurrence development or effect has occurred that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Share Purchase Agreement (Irobot Corp), Merger Agreement (Irobot Corp), Merger Agreement (Athenahealth Inc)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have been occurred any event, change, development, occurrence or effect Effect that, individually or in the aggregate with all other eventsaggregate, changeshas resulted, developments, occurrences or effects that has resulted or would reasonably be expected likely to result result, in a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Merger Agreement (Metacrine, Inc.), Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence no fact or effect event has occurred or circumstance or change arisen that, individually or in the aggregate taken together with all other facts, circumstances, and events, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in had a Company Material Adverse Effect on the CompanyEffect.
Appears in 5 contracts
Samples: Stock Purchase and Sale Agreement (Rubicon Technology, Inc.), Stock Purchase and Sale Agreement (Janel Corp), Stock Purchase and Sale Agreement (Janel Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have has been any event, change, development, occurrence or effect no Effect that, individually or in the aggregate with all any other eventsEffect, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Merger Agreement (Allergan PLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, change, effect, development, state of facts, condition, circumstance or occurrence or effect that, individually or in the aggregate with all other eventsaggregate, changeshas had, developments, occurrences or effects that has resulted or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Merger Agreement (Yatra Online, Inc.), Merger Agreement (Tivity Health, Inc.), Merger Agreement (Nutri System Inc /De/)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, change, development, occurrence effect or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects circumstance that has resulted had, or would is reasonably be expected likely to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Contribution and Exchange Agreement (Special Diversified Opportunities Inc.), Securities Purchase and Exchange Agreement (Geoglobal Resources Inc.), Contribution and Exchange Agreement (Harbinger Group Inc.)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have been occurred any event, occurrence, fact, condition, change, development, occurrence development or effect that, individually or in the aggregate with all other eventsaggregate, changeshas resulted, developments, occurrences or effects that has resulted or would reasonably be expected likely to result result, in a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have been any eventeffect, change, developmentevent or occurrence that has had, occurrence or effect thatis reasonably likely to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Merger Agreement (Lexmark International Inc /Ky/), Merger Agreement (Kofax LTD), Merger Agreement (Renaissancere Holdings LTD)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventeffect, change, condition, fact, development, occurrence or effect event that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would be reasonably be expected likely to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Tribune Media Co), Merger Agreement (Sinclair Broadcast Group Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and be continuing any event, change, development, occurrence effect or effect development that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (BioNTech SE), Merger Agreement (Neon Therapeutics, Inc.), Merger Agreement (Dimension Therapeutics, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any effect, event, changeoccurrence, development, occurrence development or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects change that has resulted had or would reasonably be expected to result have individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Peak Bio, Inc.), Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Adaptimmune Therapeutics PLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventEffect that has had, change, development, occurrence or effect thatwould reasonably be expected to have, individually or in the aggregate with all other eventsEffects, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (BM Technologies, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have been occurred any event, change, developmenteffect, occurrence circumstance or effect development that, individually or in the aggregate with all other eventsaggregate, changeshas resulted, developments, occurrences or effects that has resulted or would reasonably be expected likely to result result, in a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Athenahealth Inc), Merger Agreement (At&t Inc.), Merger Agreement (Directv)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any effect, event, changeoccurrence, development, occurrence development or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects change that has resulted had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Baxalta Inc), Merger Agreement (Shire PLC), Merger Agreement
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, changeoccurrence, development, occurrence revelation or effect thatdevelopment of a state of circumstances or facts which, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Remark Media, Inc.), Merger Agreement (Remark Media, Inc.), Merger Agreement (Banks.com, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and continue to be in effect any event, change, development, occurrence circumstance or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects condition that has resulted in, or would reasonably be expected to result in a in, any Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Morgan Stanley), Merger Agreement (Morgan Stanley), Merger Agreement (Morgan Stanley)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not no event or events have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects occurred that has resulted have had or would reasonably be expected to result have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventoccurred no changes, changeevents, developmentcircumstances, occurrence effects, developments, occurrences or effect state of facts that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted have had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Revlon Inc /De/), Merger Agreement (Elizabeth Arden Inc), Merger Agreement (True Religion Apparel Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventfact, circumstance, change, developmentevent, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted had, or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Aly Nauman A), Merger Agreement (Alco Stores Inc), Merger Agreement (Interline Brands, Inc./De)
No Company Material Adverse Effect. Since No effect, event, change or development shall have occurred after the date of this Agreement, there shall not have been any event, change, development, occurrence or effect Agreement that, individually or in the aggregate with all other such effects, events, changes, changes or developments, occurrences or effects that has resulted has, or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (K Tron International Inc), Rights Agreement (K Tron International Inc), Merger Agreement (Hillenbrand, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any Company Material Adverse Effect or event, changecircumstance, development, occurrence change or effect that(whether arising out of facts and circumstances addressed by the representations and warranties set forth in this Agreement or otherwise) that would or would reasonably be expected to, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Aeroflex Inc), Merger Agreement (Aeroflex Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and continue to be in effect any event, change, development, occurrence circumstance or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects condition that has resulted in, or would reasonably be expected to result in a any Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Merger Agreement (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect; provided, that, if the Acquirors elect to defer the Closing Date pursuant to Section 1.3, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that resulted in a Company Material Adverse Effect through the date on which the CompanyClosing would have occurred but for such election.
Appears in 3 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Gaming & Leisure Properties, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any event, change, developmenteffect, development or occurrence or effect that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the Company.Effect; and
Appears in 3 contracts
Samples: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Merger Agreement (Lumentum Holdings Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Berry Plastics Group Inc), Merger Agreement (Aep Industries Inc), Merger Agreement (Epiq Systems Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Hansen Medical Inc), Merger Agreement (Rouse Properties, Inc.), Merger Agreement (Brookfield Asset Management Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any occurred no event, changenor shall there exist any fact or circumstance, development, occurrence or effect that, individually or in the aggregate with all other eventsaggregate, changeshas, developments, occurrences or effects that has resulted or would reasonably be expected to result in have, a Company Material Adverse Effect on the Company.Effect;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp), Stock Purchase Agreement (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Services LLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, which has not been any eventcured, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or circumstances then in the aggregate with all other eventsexistence, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Merger Agreement (Alliqua BioMedical, Inc.), Merger Agreement (Twinlab Consolidated Holdings, Inc.), Merger Agreement (Wireless Ronin Technologies Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, changeoccurrence, developmentstate of facts, occurrence circumstance, condition, effect or effect thatchange that has had or would be reasonably likely to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence event or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects circumstance that has resulted in a Material Adverse Effect on Parent or Acquisition Corp., and no event has occurred or circumstance exists that would reasonably be expected to result in a Material Adverse Effect on the Company.Parent or Acquisition Corp.
Appears in 2 contracts
Samples: Merger Agreement (Cody Resources, Inc.), Merger Agreement (Cody Resources, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any no event, development, change, development, occurrence circumstance or effect thatcondition shall have occurred or existed prior to the Effective Time that has had or could reasonably be expected to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Goodman Networks Inc), Merger Agreement (Multiband Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there Agreement no event or circumstance shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects occurred that has resulted had or would is reasonably be expected likely to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Tercica Inc), Merger Agreement (Ipsen, S.A.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, development, occurrence or effect thatthat would, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect which has not been any eventcured, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
No Company Material Adverse Effect. Since From the date of this Agreement, no Company Material Adverse Effect has occurred, and there shall not have been any be no event, change, circumstance, effect, development, condition or occurrence or effect that, individually or in the aggregate aggregate, with all other eventsor without the lapse of time, changes, developments, occurrences or effects that has resulted or would could reasonably be expected to result in have a Company Material Adverse Effect on Effect. SPAC shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of the Company.
Appears in 2 contracts
Samples: Business Combination Agreement (DT Cloud Acquisition Corp), Business Combination Agreement (Cetus Capital Acquisition Corp.)
No Company Material Adverse Effect. Since No change, effect, event, occurrence or development shall have occurred since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect thatAgreement which, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in constitutes a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Intralase Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, occurrence, development or state of circumstances, change, development, occurrence fact or effect thatcondition that has had or would, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, changeoccurrence, development, occurrence discovery or effect development that, individually or in the aggregate with all other eventsaggregate, changeshas had, developments, occurrences or effects that has resulted or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Medco Health Solutions Inc), Merger Agreement (Accredo Health Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, changecircumstance, development, occurrence change or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted had, or would could reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Ss&c Technologies Inc), Merger Agreement (Stone William C)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any no event, change, development, occurrence effect or effect development that, individually or in the aggregate with all other events, changes, effects or developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Owens Realty Mortgage, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence event or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects circumstance that has resulted in a Material Adverse Effect on the Company, and no event has occurred or circumstance exists that would reasonably be expected to result in a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Merger Agreement (Cody Resources, Inc.), Merger Agreement (Cody Resources, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any no event, change, development, occurrence circumstance or effect thatshall have occurred that has had or is reasonably expected to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Clarcor Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect which has not been any eventcured, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Amag Pharmaceuticals Inc.), Merger Agreement (Allos Therapeutics Inc)
No Company Material Adverse Effect. Since the date of this AgreementOriginal Agreement Date, there shall has not have been any event, change, developmenteffect, development or occurrence or effect that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the Company.Effect; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events that shall have occurred since the date of this Agreement, or in circumstances that shall have arisen since the aggregate with all other eventsdate of this Agreement, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Nassda Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventCompany Material Adverse Effect that is continuing, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Ipass Inc), Merger Agreement (GoRemote Internet Communications, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, and except as described in Section 7.2(f) of the Company Disclosure Schedule, there shall not have been any change, event, changecircumstance, development, occurrence development or effect that, that individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in had a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventno Company Material Adverse Effect, change, development, or condition or occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that of an event which has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Electro Scientific Industries Inc), Merger Agreement (Zygo Corp)
No Company Material Adverse Effect. Since the date of this the Agreement, there shall not have been been, individually or in the aggregate, any eventCompany Material Adverse Effect, changeand no effect, development, occurrence event or effect change shall have occurred that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would may reasonably be expected to result in a have any Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Rc2 Corp), Merger Agreement (First Years Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any change, event, changecircumstance or development (which, developmentif curable, occurrence or effect has not been cured) that, either individually or in the aggregate combined with all other changes, events, changes, circumstances or developments, occurrences or effects that has resulted had, or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Netopia Inc), Merger Agreement (Netopia Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there no Effect shall not have been any event, change, development, occurrence or effect occurred that, individually or in the aggregate when together with all other eventsEffects, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Spear & Jackson Inc), Merger Agreement (Neoforma Inc)
No Company Material Adverse Effect. Since At any time after the date of this Agreement, there shall not have been occurred any change, event, changeoccurrence, development, occurrence state of facts or effect that, development that individually or in the aggregate with all other events, changes, developments, occurrences has had or effects that has resulted or would is reasonably be expected likely to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Florida Public Utilities Co)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred a Company Material Adverse Effect, or any change, event, change, developmentcircumstance, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects development that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Equity Purchase and Contribution Agreement (Select Medical Corp), Stock Purchase Agreement (Select Medical Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events that shall have occurred since the date of this Agreement, or in circumstances that may exist since the aggregate with all other eventsdate of this Agreement, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (HPL Technologies Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and be continuing any event, change, developmenteffect, occurrence or effect state of facts that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Schawk Inc), Merger Agreement (Matthews International Corp)
No Company Material Adverse Effect. Since There shall not have occurred after the date of this Agreement, there shall not have been Agreement any event, change, development, occurrence Event or effect thatEvents that would be reasonably likely to, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Arv Assisted Living Inc), Merger Agreement (Lazard Freres Real Estate Investors LLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any change, event, change, development, occurrence circumstance or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects development that has resulted had, or would is reasonably be expected likely to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been been, individually or in the aggregate, any eventCompany Material Adverse Effect, changeand no effect, development, occurrence event or effect change shall have occurred that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected likely to result in a have any Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Saucony Inc), Merger Agreement (Stride Rite Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall have not occurred any Company Material Adverse Effect, and no event shall have been any event, change, development, occurrence occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Ixys Corp /De/), Merger Agreement (Zilog Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any an effect, event, change, development, occurrence circumstance or effect change that, individually or in the aggregate with all other effects, events, changes, developments, occurrences or effects that circumstances and changes, has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect thatEffect which, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences (i) has had a Material Adverse Effect that is continuing as of the Closing Date or effects that has resulted or (ii) would reasonably be expected to result in have a Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Decibel Therapeutics, Inc.), Merger Agreement (Checkmate Pharmaceuticals, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or circumstances then in the aggregate with all other eventsexistence, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Gulfmark Offshore Inc), Merger Agreement (Tidewater Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and be continuing any eventCompany Material Adverse Effect, change, development, occurrence and no event shall have occurred or effect circumstance shall exist that, individually in combination with any other events or in the aggregate with all other eventscircumstances, changes, developments, occurrences or effects that has resulted or would could reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Mikohn Gaming Corp), Merger Agreement (Virtgame Com Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, change, development, occurrence change or effect and no circumstance or condition of any character shall exist that, individually or in the aggregate combination with all other events, changes, developmentseffects, occurrences circumstances or effects that conditions, has resulted had or would reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that effects, has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (American Railcar Industries, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, change, developmentcircumstance, occurrence or effect thatdevelopment, which, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Merger Agreement (Greenlane Holdings, Inc.), Merger Agreement (KushCo Holdings, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any change, effect, event, change, developmentcircumstance, occurrence or effect state of facts that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any event, change, developmentcondition, occurrence or effect effect, that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since From the date of this AgreementAgreement to the Effective Time, there shall not have been occurred any eventEvent which, change, development, occurrence or effect that, either individually or in the aggregate with all any other eventsEvents, changes, developments, occurrences or effects that has resulted had or would reasonably be expected likely to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (AmREIT, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any no event, change, developmentfact, condition, circumstance or occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects shall have occurred that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Transaction Agreement (Vistra Corp.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences events or effects developments that has resulted have had or would reasonably be expected to result in a Company Material Adverse Effect on the Company.Effect;
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there no event or events shall not have been any event, change, development, occurrence or effect occurred and be continuing that, individually individually, or in the aggregate with all other eventsaggregate, changeshave had, developments, occurrences or effects that has resulted or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Albany Molecular Research Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred and be continuing, any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects Event that has resulted had, or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since No event, change in circumstances or state of facts shall have occurred or been discovered since the date of this Agreement, there shall not have been any event, change, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects Agreement that has resulted had, or would could reasonably be expected to result in have, a Material Adverse Effect on the Company.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have been occurred any event, change, development, occurrence or effect Effect that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Shutterfly Inc)
No Company Material Adverse Effect. Since the date of this AgreementAgreement until the Closing Date, there shall not have been occurred and be continuing any event, change, development, occurrence event or effect that, individually or in the aggregate when taken together with all other events, changes, developmentsevents or effect, occurrences or effects that has resulted or would reasonably be expected to result in constitutes a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any no change, event, changecondition, development, occurrence development or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects circumstance shall have occurred and be continuing that has resulted had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
No Company Material Adverse Effect. Since From the date of this AgreementAgreement through and including the Effective Time, there no event or events shall not have been any event, change, development, occurrence or effect thatoccurred which, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (PDS Gaming Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any Company Material Adverse Effect or any event, change, development, occurrence change or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventfacts, changecircumstances, development, occurrence or effect that, individually or in the aggregate with all other events, changes, developments, effects or occurrences or effects that has resulted have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Cbeyond, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any change, event, change, development, occurrence circumstance or effect development that, individually or in the aggregate with all other eventsaggregate, changeshas had, developments, occurrences or effects that has resulted or would reasonably be expected likely to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since Following the date of this Agreement, there shall not have been any event, no change, developmentcircumstance, occurrence effect, event or effect fact shall have occurred or exist and be continuing that, individually or in the aggregate with all other events, changes, developmentscircumstances, occurrences effects, events or effects that facts, has resulted had, or would reasonably be expected to have or result in in, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since Following the date of this Agreement, there shall not have been any event, no change, developmentcircumstance, occurrence effect, event or effect fact that, individually or in the aggregate with all other eventsaggregate, changeshas had, developments, occurrences or effects that has resulted or would could reasonably be expected to result in in, a Company Material Adverse Effect on the CompanyEffect, shall have occurred.
Appears in 1 contract
Samples: Merger Agreement (Amgen Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventno change, changecircumstance, condition, development, occurrence effect, event, occurrence, result or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects state of facts that has resulted had, or would reasonably be expected to result have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Second Sight Medical Products Inc)
No Company Material Adverse Effect. Since From the date of this AgreementAgreement to the Effective Time, there shall not have been occurred any change, event, change, development, effect or occurrence that has had or effect thatis reasonably likely to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Pharmaceutical Product Development Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any event, changecircumstance, development, occurrence change or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects that has resulted had, or would reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any change, event, changeeffect, development, development or occurrence or effect that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the Company.Effect;
Appears in 1 contract
Samples: Merger Agreement (Endocyte Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any eventevent or condition that individually, change, development, occurrence or effect that, individually or in the aggregate with all other eventsevents or conditions, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall must not have been occurred any change, event, change, development, occurrence circumstance or effect that, individually or in the aggregate with all other events, changes, developments, occurrences or effects development that has resulted had, or would could reasonably be expected to result in have, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have been occurred any eventCompany Material Adverse Effect or any state of facts, change, development, occurrence event, effect, condition, occurrence, action or effect omission that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Virtusa Corp)
No Company Material Adverse Effect. Since No Event shall have occurred since the date of this Agreement, there shall not have been any event, change, development, occurrence which has had or effect thatwould reasonably be likely to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any eventevents, changechanges, developmentoccurrences, occurrence effects or effect circumstances that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted have had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this ---------------------------------- Agreement, there shall not have been any change, event, changecircumstance, development, occurrence development or effect that, that individually or in the aggregate with all other eventshas had, changesor is reasonably likely to have, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Merger Agreement (Keane Inc)
No Company Material Adverse Effect. Since Except as contemplated by the date of this Merger Agreement, there shall not have been occurred any effect, event, change, developmentoccurrence, occurrence development or effect thatcircumstance since December 31, 2011, that would reasonably be expected to have, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Incremental Term Loan Assumption Agreement (TransDigm Group INC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have been any an effect, state of facts, occurrence, condition, event, change, development, occurrence development or effect change that, individually or in the aggregate with all other eventsaggregate, changes, developments, occurrences or effects that has resulted had or would reasonably be expected to result in have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
