No Parent Material Adverse Effect. Since the date of this Agreement, there has not been any change, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Williams Companies Inc), Limited Liability Company Agreement (Williams Companies Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any event, change, effect, eventdevelopment, occurrence, development or state of facts that facts, condition, circumstance or occurrence that, individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Yatra Online, Inc.), Agreement and Plan of Merger (Tivity Health, Inc.), Agreement and Plan of Merger (Nutri System Inc /De/)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any changeother events or circumstances, effect, event, occurrence, development or state of facts that has had or then in existence would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.), Agreement and Plan of Merger (Twinlab Consolidated Holdings, Inc.), Agreement and Plan of Merger (Wireless Ronin Technologies Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any effect, change, effect, event, occurrence, development development, circumstance, condition or state of facts that that, individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, revelation or development or of a state of circumstances or facts that which, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, development Parent Material Adverse Effect or state of facts any event that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except that none of the matters set forth on Section 6.3(c) of the Parent Disclosure Schedule shall constitute or be taken into account in determining whether a Parent Material Adverse Effect has occurred for purposes of this Section 6.3(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Spirit AeroSystems Holdings, Inc.), Agreement and Plan of Merger (Boeing Co)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not been no Effect that, individually or in the aggregate with any changeother Effect, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred and be continuing any event, change, effect, event, occurrence, development occurrence or state of facts that has had or would reasonably be expected to havethat, individually or in the aggregate, constitutes a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any change, effect, event, occurrence, discovery or development that, individually or state of facts that in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accredo Health Inc), Agreement and Plan of Merger (Medco Health Solutions Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any changeParent Material Adverse Effect, effectand no event shall have occurred or circumstance shall exist that, eventin combination with any other events or circumstances then in existence, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfmark Offshore Inc), Agreement and Plan of Merger (Tidewater Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not shall have been any no event, change, effect, event, occurrence, effect or development or state of facts that has had or would reasonably be expected to havethat, individually or in the aggregateaggregate with other events, changes, effects or developments, has had or reasonably would be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.), Agreement and Plan of Merger (Ready Capital Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect that has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any changeother events or circumstances, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Luna Innovations Inc), Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any changeother events or circumstances, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Amag Pharmaceuticals Inc.), Agreement and Plan of Merger And (Allos Therapeutics Inc)
No Parent Material Adverse Effect. Since After the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, development occurrence or state of facts that has had or would reasonably be expected to havecircumstance that, individually or in the aggregate, has resulted in a Parent Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any effect, change, effect, event, occurrence, development event or state of facts occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flagstone Reinsurance Holdings, S.A.), Agreement and Plan of Merger (Validus Holdings LTD)
No Parent Material Adverse Effect. Since the date of this Agreement, there no Parent Material Adverse Effect shall have occurred which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any changeother events or circumstances, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any event, change, effectdevelopment, eventoccurrence or effect that, occurrenceindividually or in the aggregate with all other events, development changes, developments, occurrences or state of facts effects that has had resulted or would reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse EffectEffect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Isle of Capri Casinos Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any changeEffect that, effectindividually or in the aggregate, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any changeEffect that, effectindividually or in the aggregate, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DraftKings Inc.), Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not been any event, change, effect, event, occurrence, development or state of facts that occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any changeother events or circumstances, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Accelrys, Inc.), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any Parent Material Adverse Effect or any event, change, effect, event, occurrence, development or state of facts effect that has had or would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)
No Parent Material Adverse Effect. Since At any time after the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, development or state of facts or development that has had or would reasonably be expected to have, individually or in the aggregate, aggregate has had or is reasonably likely to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Public Utilities Co), Agreement and Plan of Merger (Chesapeake Utilities Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, and except as described in Section 7.3(d) of the Parent Disclosure Schedule, there has shall not have been any change, effect, event, occurrencecircumstance, development or state of facts effect that has had or would reasonably be expected to have, individually or in the aggregate, aggregate has had a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not shall have been any changeno Parent Material Adverse Effect, effect, event, occurrence, development or state condition or occurrence of facts that an event which has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zygo Corp), Agreement and Plan of Merger and Reorganization (Electro Scientific Industries Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, Agreement there has shall not have been any effect, change, effect, event, occurrence, development event or state of facts occurrence that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renaissancere Holdings LTD), Agreement and Plan of Merger (Platinum Underwriters Holdings LTD)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any event, change, effectcircumstance, eventoccurrence or development, occurrencewhich, development individually or state of facts that in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenlane Holdings, Inc.), Agreement and Plan of Merger (KushCo Holdings, Inc.)
No Parent Material Adverse Effect. Since the date of this AgreementOriginal Agreement Date, there has not been any event, change, effect, event, occurrence, development or state of facts that occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
No Parent Material Adverse Effect. Since After the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, circumstance or development or state of facts that has had or would reasonably be expected to havethat, individually or in the aggregate, has resulted, or would reasonably be likely to result, in a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Directv)
No Parent Material Adverse Effect. Since During the period from the date of this AgreementAgreement to the Closing Date, there has shall not been have occurred any changefact, circumstance, effect, eventchange, occurrenceevent or development that, development individually or state of facts that in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVH Corp. /De/), Agreement and Plan of Merger (Warnaco Group Inc /De/)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not been any event, change, effect, event, occurrence, development or state of facts that occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any change, effect, event, occurrencecircumstance, development occurrence or state of facts that that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)
No Parent Material Adverse Effect. Since No event or events shall have occurred, since the date of this Agreement, there has not been any change, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to haveAgreement which, individually or in the aggregate, have, or could reasonably be expected to have, a Parent Material Adverse Effect.;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc)
No Parent Material Adverse Effect. Since the date of this --------------------------------- Agreement, there has not been no event or events shall have occurred, nor does any changecircumstance exist, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to havewhich, individually or in the aggregate, have, or could reasonably be expected to have, a Parent Material Adverse Effect.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, development event or state condition of facts any kind or character that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OccuLogix, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any changeParent Material Adverse Effect, effectand no event shall have occurred or circumstance shall exist that, eventin combination with any other events or circumstances, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since the date of this AgreementAgreement through the Closing Date, there has not been any change, effect, event, occurrence, development or state of facts facts, development, circumstance, change or effect that, individually or in the aggregate with all other events, occurrences, state of facts, developments, circumstances, changes and effects, that has had or would have been reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since No event or condition that has had or is reasonably likely to have a Parent Material Adverse Effect will have occurred since the date of this Agreement, there has not been any change, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nerdwallet, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not have been any change, effect, event, occurrence, development or state of facts that has had or would reasonably be expected to haveEffect that, individually or in the aggregate, together with all other Effects, has constituted or resulted in, or would reasonably be expected to constitute or result in, a Parent Material Adverse EffectEffect that is continuing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)
No Parent Material Adverse Effect. Since the date of this AgreementAgreement Date, there has shall not have been any change, effect, event, occurrencestate of facts, development or state of facts occurrence that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Ashford Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has not been any event, change, condition, occurrence or effect, eventthat, occurrenceindividually or in the aggregate, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sirius Xm Holdings Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred and be continuing any changeParent Material Adverse Effect, effectand no event shall have occurred or circumstance shall exist that, eventin combination with any other events or circumstances, occurrence, development or state of facts that has had would have or would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred and be continuing any event, change, effecteffect or development that, eventindividually or in the aggregate, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Therapeutics, Inc.)
No Parent Material Adverse Effect. Since December 29, 2007 and on or prior to the date of this Agreement, there has not been any changeParent Material Adverse Effect, effectand no event has occurred, eventand no circumstance has arisen, occurrencethat alone or in combination with any other events or circumstances, development or state of facts that has had or would reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since Between the date of this AgreementAgreement and the Effective Time, there has shall not have occurred any Parent Material Adverse Effect, nor shall there have been any change, effectevent or condition that, eventwith the passage of time, occurrence, development or state of facts that has had or would reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since the date of this AgreementAgreement Date, there has shall not been have occurred any changeevents, effectoccurrences, eventchanges, occurrence, development effects or state of facts that has had or would reasonably be expected to haveconditions which, individually or in the aggregate, have had a Parent Material Adverse EffectEffect with respect to Parent that still constitutes a Material Adverse Effect with respect to Parent as of the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any changeevents that, effectindividually or in the aggregate, event, occurrence, development or state of facts that has have had or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any event, change, effectdevelopment, eventcircumstance, occurrence, development fact or state of facts effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect and that remains in effect.
Appears in 1 contract
Samples: Merger Agreement
No Parent Material Adverse Effect. Since the date of this Agreement, there has not been any fact, change, effectcircumstance, event, occurrence, condition or development or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any event, change, effect, event, occurrence, development effect or state of facts circumstance that has had had, or would reasonably be expected to have, individually or in the aggregate, a an Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Outdoor Channel Holdings Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there has shall not been have occurred any change, effect, event, occurrence, development or state of facts Effects that has have had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect that is continuing.
Appears in 1 contract
Samples: Stock Purchase and Agreement and Plan of Merger (Reinvent Technology Partners Y)
