Absence of Certain Changes or Events. (a) Since December 31, 2017, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Fifth Third Bancorp), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Absence of Certain Changes or Events. (a) Since December 31, 20172014, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (CommunityOne Bancorp)
Absence of Certain Changes or Events. (a) Since December 31, 20172015, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ocean Shore Holding Co.), Agreement and Plan of Merger (EverBank Financial Corp), Agreement and Plan of Merger (Georgetown Bancorp, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172014, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (New York Community Bancorp Inc), Agreement and Plan of Merger (Astoria Financial Corp), Agreement and Plan of Merger (Cape Bancorp, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172018, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Two River Bancorp)
Absence of Certain Changes or Events. (a) Since From December 31, 20172014 through the date of this Agreement, no event there has not occurred any event, development, occurrence, or events have occurred change that have had has had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)
Absence of Certain Changes or Events. (a) Since December 31, 20172011, no event change, effect, event, circumstance, occurrence, state of facts or events have development has occurred that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hertz Global Holdings Inc), Agreement and Plan of Merger (Dollar Thrifty Automotive Group Inc), Agreement and Plan of Merger
Absence of Certain Changes or Events. (a) Since December 31, 20172016, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Astoria Financial Corp), Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Absence of Certain Changes or Events. (a) Since December 31, 20172004, there has been no change, development, event or circumstance or combination of changes, developments, events have occurred that have or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (Access Anytime Bancorp Inc)
Absence of Certain Changes or Events. (a) Since December 31, 20172015, no event there has not been any event, change, effect or events have occurred that have had or would reasonably be expected to havedevelopment that, either individually or in the aggregate, had or would be reasonably likely to have a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Range Resources Corp), Purchase and Sale Agreement (Rice Energy Inc.), Agreement and Plan of Merger (Memorial Resource Development Corp.)
Absence of Certain Changes or Events. (a) Since December 31, 2017, no event there has not been any event, change, circumstance, effect, development or events have occurred that have state of facts that, individually or in the aggregate, has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Express Scripts Holding Co.), Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger
Absence of Certain Changes or Events. (a) Since December 31September 30, 20172019, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FB Financial Corp), Agreement and Plan of Merger (Franklin Financial Network Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172004, no change, circumstance, event or events have effect has occurred that have which has had or would be reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Kerzner International LTD)
Absence of Certain Changes or Events. (a) Since December 31, 20172018, no event there has not been any effect, change, event, circumstance, condition, occurrence or events have occurred development that have had has or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Worldpay, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172016, no event there has not been any event, change, effect or events have occurred that have development that, individually or in the aggregate, had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rice Energy Operating LLC), Agreement and Plan of Merger (EQT Corp)
Absence of Certain Changes or Events. (a) Since December 31, 20172014 there has been no change or development or combination of changes or developments which, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Louisiana Bancorp Inc), Agreement and Plan of Merger (Home Bancorp, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172016, no event there has not been any fact, change, circumstance, event, occurrence, condition or events have occurred development that have has had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (Park Sterling Corp)
Absence of Certain Changes or Events. (a) Since December 31, 20172002, no there has not occurred any event or events have occurred change that have has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wiltel Communications Group Inc), Agreement and Plan of Merger (Leucadia National Corp)
Absence of Certain Changes or Events. (a) Since December 31, 2017, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fiserv Inc), Agreement and Plan of Merger (First Data Corp)
Absence of Certain Changes or Events. (a) Since December 31, 20171998, there has been no event change or events have occurred that have had development or would reasonably be expected to havecombination of changes or developments which, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patapsco Valley Bancshares Inc), Agreement and Plan of Merger (F&m Bancorp)
Absence of Certain Changes or Events. (ai) Since December 31September 30, 20172004, no event or events have occurred that have had or would are reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on with respect to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Absence of Certain Changes or Events. (a) Since December 31, 20172002, no event or events have occurred that which have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lendingtree Inc), Agreement and Plan of Merger (Usa Interactive)
Absence of Certain Changes or Events. (a) Since December 31, 20172013, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (City National Corp), Agreement and Plan of Merger (Royal Bank of Canada)
Absence of Certain Changes or Events. (a) Since December 31, 20172009, no event there has not been any event, occurrence, development or events have occurred state of circumstances or facts that have has had or would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (ARBINET Corp)
Absence of Certain Changes or Events. (a) Since December 31January 28, 2017, no event there has not been any event, occurrence, development or events have occurred state of circumstances or facts that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Sigma Designs Inc)
Absence of Certain Changes or Events. (a) Since December 31, 20172011, no event there has not occurred any event, change, effect, development, state of facts, condition, circumstance or events have occurred occurrence that have has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catalyst Health Solutions, Inc.), Agreement and Plan of Merger (SXC Health Solutions Corp.)
Absence of Certain Changes or Events. (a) Since December 31, 20172016, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the with respect to Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Horizon National Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.)
Absence of Certain Changes or Events. (a) Since December 31, 2017, 2009 (i) no event has occurred or events have occurred that have circumstance has arisen which has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyCompany and (ii) the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary and usual course of business consistent with past practices.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Danvers Bancorp, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172018, no event there has not been any event, change, circumstance, effect, development or events have occurred that have state of facts that, individually or in the aggregate, has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172018, no event there has not been any fact, change, circumstance, event, occurrence, condition or events have occurred development that have has had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DNB Financial Corp /Pa/), Agreement and Plan of Merger (S&t Bancorp Inc)
Absence of Certain Changes or Events. (a) Since December 31September 30, 20172009, no event there has not been any change, event, development, or events have occurred that have effect which, individually or in the aggregate, has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brink's Home Security Holdings, Inc.), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Absence of Certain Changes or Events. (a) Since December 31, 20172004, there has been no event change or events have occurred that have had development or would reasonably be expected to havecombination of changes or developments which, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cathay General Bancorp)
Absence of Certain Changes or Events. (a) Since December 31, 20172020 there has been no change or development or combination of changes or developments which, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172021, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/)
Absence of Certain Changes or Events. (a) Since December 31, 20172012, there has been no event change or events have occurred that have had development or would reasonably be expected to havecombination of changes or developments which, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Hampshire Thrift Bancshares Inc)
Absence of Certain Changes or Events. (a) Since From December 31, 20172017 through the date hereof, no event there has not occurred any event, development, occurrence, or events have occurred change that have had has had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31September 30, 20172021, no event or events have occurred there has not been any Change that have has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172013, no event there has not been any change, event, effect or events have occurred occurrence that have has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172005, there has been no event change or events have occurred that have had development or would reasonably be expected to havecombination of changes or developments which, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the CompanyCompany or any of its Subsidiaries.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172012 there has been no change or development or combination of changes or developments which, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Appears in 1 contract
Absence of Certain Changes or Events. (ai) Since December 31, 20172015, no event there has not been any change, event, circumstance, development, state of facts, or events have occurred that have condition that, individually or in the aggregate, has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (PDC Energy, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172016, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyPremier Commercial.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/)
Absence of Certain Changes or Events. (a) Since December 31January 1, 2017, no event or events or development or developments have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172015, no event or events have occurred that have had or would reasonably be expected to havehad, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc)
Absence of Certain Changes or Events. (a) Since December 31, 20172014, no event fact, change, event, occurrence, condition or events have development, alone or in combination with others, has occurred that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mb Financial Inc /Md)
Absence of Certain Changes or Events. (a) Since December 31, 20172020, no event there has not been any effect, change, event, circumstance, condition, occurrence or events have occurred development that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Raymond James Financial Inc)
Absence of Certain Changes or Events. (a) Since December 31, 2017, no event there has not been any change, event, effect, development or events have occurred occurrence that have has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31September 30, 20172015, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)
Absence of Certain Changes or Events. (ai) Since December 31, 2017, no event there has not been any event, change, effect or events have occurred that have had or would reasonably be expected to havedevelopment that, either individually or in the aggregate, had or would be reasonably likely to have a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Energy XXI Gulf Coast, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 2017, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyUnited Bancorp.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Bancorp Inc /Oh/)
Absence of Certain Changes or Events. (a) Since December 31, 20172007, no event there has not been any event, change, circumstance or events have occurred effect that have has had or would is reasonably be expected likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172020, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tectonic Financial, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 2017, no event or events have has occurred that have which has had or would reasonably be expected to haveresult in, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Joinder Agreement (Glowpoint, Inc.)
Absence of Certain Changes or Events. (ai) Since December 31, 20172008, no event or events have occurred that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyEnterprise Entities and the Enterprise Subsidiaries, taken as a whole.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31January 1, 20172016, no event or events or developments have occurred that have had had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172020, no event there has not been any effect, change, event, circumstance, condition, occurrence or events have occurred development that have has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31November 30, 20172013, no event event, change, condition or events have state of facts or circumstances exists or has occurred that have has had or would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mast Therapeutics, Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20172009, no event there has not been an event, occurrence, effect, change or events have occurred circumstance that have has had or would reasonably be expected likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Harbinger Group Inc.)
Absence of Certain Changes or Events. (a) Since December 31, 20171998, no ------------------------------------ there has not occurred any change, event or events have occurred that have had condition which has had, or would which is reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concurrent Computer Corp/De)
Absence of Certain Changes or Events. (a) Since December 3128, 20172013, no event or events have has occurred that have had has had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172020, no event there has not been any effect, change, event, circumstance, condition, occurrence or events have occurred development that have has had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since December 31, 20172015, no event or events have occurred that have had or would reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Canadian Imperial Bank of Commerce /Can/)
Absence of Certain Changes or Events. (a) Since December 31, 20172005, there has been no event change or events have occurred that have had development or would reasonably be expected to havecombination of changes or developments which, either individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company or any of the Company’s Subsidiaries.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Since From December 31, 20172010 through the date hereof, no event there has not been any event, occurrence, development or events have occurred state of circumstances or facts that have had has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
