No Buyer Material Adverse Change Sample Clauses

No Buyer Material Adverse Change. No event shall have occurred that shall have had a Buyer Material Adverse Effect.
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No Buyer Material Adverse Change. Since the date of this Agreement, no Buyer Material Adverse Effect has occurred.
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No Buyer Material Adverse Change. There shall have occurred no result, occurrence, fact, change, event or effect that, individually or taken together with all other results, occurrences, facts, changes, events or effects, has had, or would reasonably be expected to have, a Buyer Material Adverse Change.
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No Buyer Material Adverse Change. Since December 31, 2004 there has not occurred a Buyer Material Adverse Change.
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No Buyer Material Adverse Change. Since December 31, 2007 there has not occurred a change in the business, properties, assets or financial condition of Buyer or any of its Subsidiaries that, individually or in the aggregate, has had a Buyer Material Adverse Effect.
Sample 1
No Buyer Material Adverse Change. From the date of this Agreement through the Closing, there shall not have been a Buyer Material Adverse Change.
Sample 1
No Buyer Material Adverse Change. During the period from December 31, 2007 to the date hereof and during the period from the date hereof through the Closing Date, there shall have been no Buyer Material Adverse Change.
Sample 1
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No Buyer Material Adverse Change. Between December 28, 2001 and the earlier of (a) such time as Buyer shall have consummated an Equity Financing and (b) 5:00 p.m., New York City time, on the eighth (8th) Business Day immediately following the date on which the Registration Statement shall have been declared effective by the SEC (the earlier of the times described in clauses (a) and (b) being the "Special Condition Fall-Away Time"), no Buyer MAC (as defined below) shall have occurred. Notwithstanding the foregoing, it is understood and agreed that the condition set forth in this Section 6.04 shall be deemed satisfied as of (and, accordingly, such condition shall expire and be of no force or effect from and after) the Special Condition Fall-Away Time, and as of and from and after the Special Condition Fall-Away Time the only conditions to Buyer's obligations shall be those expressly set forth in Sections 6.01, 6.02, 6.03, 6.06, 6.07 and 6.08 hereof. As used above, the term "Buyer MAC" shall mean that at any time after the date of this Agreement and prior to the Special Condition Fall-Away Time, it shall be reasonably determined that there shall have occurred a material adverse change in the assets, business, operations, condition (financial or otherwise) or prospects (without giving effect to the Business or the consummation of the transactions contemplated hereby) of Buyer and its subsidiaries taken as a whole that has had or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Equity Financing or the transactions contemplated by the Credit Facility at such time; provided, however, that the following shall not be considered in determining whether a Buyer MAC shall have occurred: (1) any fact, event, development, circumstance, condition or state of affairs of which Buyer had knowledge as of the date of this Agreement, (2) changes (or the effects of changes), in and of themselves, in the trading or market prices of Buyer's securities or (3) changes, in and of themselves, attributable to this Agreement, the transactions contemplated thereby or the announcement or other disclosure thereof; provided, further, that if the SEC were to issue comments or impose requirements in respect of the Registration Statement which, if addressed or implemented by Buyer, would require a significant restatement or amendment of Buyer's financial statements and such restatement or amendment could reasonably be expected to have a material adverse effect on the abil...
Sample 1
No Buyer Material Adverse Change. There shall have been no Buyer Material Adverse Change since the date hereof, and Parents shall have received a certificate dated the Closing Date to such effect.
Sample 1

Related to No Buyer Material Adverse Change

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Seller Material Adverse Effect Since the date of this Agreement, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had, or is reasonably likely to have, a Seller Material Adverse Effect.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

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