No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, change, event, occurrence, development, circumstance, condition or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, change, event, occurrence, development, circumstance, condition Parent Material Adverse Effect or state of facts thatany event that would reasonably be expected to have, individually or in the aggregate, has had, or would reasonably be expected to have, 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: Merger Agreement (Boeing Co), Merger Agreement (Boeing Co), Merger Agreement (Spirit AeroSystems Holdings, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, change, event, occurrence, development, circumstance, condition revelation or development of a state of circumstances or facts thatwhich, individually or in the aggregate, has had, had or would reasonably be expected to have, have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Remark Media, Inc.), Merger Agreement (Remark Media, Inc.), Merger Agreement (Banks.com, Inc.)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any effectevent, change, eventeffect, occurrence, development, circumstance, condition occurrence or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to have, constitutes a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Schawk Inc), Merger Agreement (Matthews International Corp)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any effectMaterial Adverse Effect under clause (a) of the definition thereof with respect to Parent; provided, changehowever, event, occurrence, development, circumstance, that for purposes of determining the satisfaction of the condition or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to havethis Section 6.2(c), a Parent βMaterial Adverse Effectβ shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from any steps taken by Parent described in Section 5.5(b).
Appears in 2 contracts
Samples: Merger Agreement (CAESARS ENTERTAINMENT Corp), Merger Agreement (Eldorado Resorts, Inc.)
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 shall not have occurred been any effect, change, event, occurrence, development, circumstance, condition development or state of facts that, effect that individually or in the aggregate, aggregate has had, or would reasonably be expected to have, had a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Bookham Technology PLC), Merger Agreement (New Focus Inc)
No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any effect, change, event, occurrence, development, circumstance, condition or state of facts Effect that, individually or in the aggregate, together with all other Effects, has hadconstituted or resulted in, or would reasonably be expected to haveconstitute or result in, a Parent Material Adverse EffectEffect that is continuing.
Appears in 1 contract
No Parent Material Adverse Effect. Since There shall not have occurred any Parent Material Adverse Effect since the date of this Agreement, there provided, however, that any reasonably foreseeable development in any matter described on the Parent Disclosure Schedule shall not have occurred any effect, change, event, occurrence, development, circumstance, condition or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to have, taken into account when determining if a Parent Material Adverse EffectEffect has occurred.
Appears in 1 contract
Samples: Merger Agreement (pSivida LTD)