No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Merger Agreement (Accrue Software Inc), Merger Agreement (American Interactive Media Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror Parent and its subsidiariesSubsidiaries, taken as a whole.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Merger Agreement (Futurelink Corp), Merger Agreement (Tickets Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, results of operations, results liabilities (contingent or accrued) or financial condition of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Acquisition Agreement (Cisco Systems Inc), Agreement and Plan of Reorganization (Printcafe Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror QuadraMed and its subsidiaries, taken as a whole.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Medicus Systems Corp /De/), Merger Agreement (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Medicus and its subsidiaries, taken as a whole.
Appears in 4 contracts
Samples: Merger Agreement (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Merger Agreement (Quadramed Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeTarget.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Wireless Inc), Merger Agreement (American Interactive Media Inc), Agreement and Plan of Reorganization (Ashford Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeTarget.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Cardiometrics Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)
No Material Adverse Changes. There shall not have occurred any No material adverse change shall have occurred in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries518, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Amera Link Inc), Merger Agreement (Amera Link Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 2 contracts
Samples: Option and Purchase Agreement (Netfabric Holdings, Inc), Stock Purchase Agreement (Business Resource Group)
No Material Adverse Changes. There shall not have occurred any No material adverse change shall have occurred in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Ameralink and its subsidiariesMerger Sub, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Amera Link Inc), Merger Agreement (Amera Link Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Legato Systems Inc), Merger Agreement (Ontrack Data International Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Uproar Inc), Merger Agreement (Crossroads Systems Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Online and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Buyer and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Healthcentral Com), Agreement and Plan of Reorganization (Healthcentral Com)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Ontrack Data International Inc), Merger Agreement (Legato Systems Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Premier Laser Systems Inc), Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.including
Appears in 1 contract
Samples: Merger Agreement (Tickets Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiariesTarget, taken as a wholeother than any change resulting from changes in the state of the economy in general or from changes in federal or state legislation.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Limited Partnership or the General Partner.
Appears in 1 contract
Samples: Limited Partnership Interest and Stock Purchase Agreement (Data Critical Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeCompany. Certificates of Company.
Appears in 1 contract
Samples: Merger Agreement (Getthere Com)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Purchaser and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)
No Material Adverse Changes. There shall not have occurred --------------------------- any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Netcentives Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeAcquiror.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Wireless Inc)
No Material Adverse Changes. There shall not have occurred any material --------------------------- adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Multex Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or presently-identified prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Netlibrary Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, operations, financial condition or results of operations or prospects of Acquiror the Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, operationsfinancial condition, results of operations operations, or prospects of Acquiror the Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any ---------------------------- material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of the Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Purchase Agreement (Naviant Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Offeror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any been no material adverse change in the assets, properties (including intangible properties), condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.other-
Appears in 1 contract
Samples: Merger Agreement (Bitstream Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Merger Agreement (Quiksilver Inc)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeCompany other than the good faith use of cash reasonably consistent with projections previously provided to Buyer.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Healthcentral Com)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiariesthe Company, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Tickets Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise)condition, properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of the Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Purchase Agreement (Naviant Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, results of operations, results liabilities (contingent or accrued), prospects or financial condition of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Scientific Technologies Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Parent and its subsidiariesSubsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Iq Software Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Buyer and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror the Company and its subsidiariesSubsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Iq Software Corp)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
