No Company Material Adverse Change. There shall not have occurred any material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries taken as a whole nor any event or other circumstance which would, individually or in the aggregate, reasonably be expected to result in any such material adverse change.
No Company Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, (i) there has not been any change in the capital stock or consolidated long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change in or affecting (A) the business, properties, financial position, management, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or (B) the ability of the Company to consummate the transactions contemplated by this Agreement or the other Transactions; (ii) except for the Transactions, neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority; except in each case as otherwise disclosed in the Pricing Prospectus.
No Company Material Adverse Change. Since the date of this Agreement and through the Closing, no event shall have occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that any event that (i) results from the announcement or pendency of the Merger, including disruptions to the Company’s business or the Company Subsidiaries’ businesses, and their respective employees, customers and suppliers or (ii) generally affects the industries in which the Company and the Company Subsidiaries operate and does not affect the Company and the Company Subsidiaries in a materially disproportionate manner, shall, for purposes of this Section 5.2(g), be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.
No Company Material Adverse Change. Since December 31, 2002, there has not been a Company Material Adverse Change or any event, condition or occurrence which could reasonably be expected to have a Company Material Adverse Change.
No Company Material Adverse Change. Except for (i) the merger of Panther Acquisition Corporation, a wholly-owned subsidiary of the Company, with and into Xxxxxx Dodge (the “Merger”) pursuant to an agreement and plan of merger dated as of November 18, 2006, as amended by Amendment No. 1 thereto, dated as of January 17, 2007, (together with the schedules and exhibits thereto, the “Merger Agreement”), (ii) the issuance and sale of $6,000,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2015, 8 1/4% Senior Notes due 2015 and 8 3/8% Senior Notes due 2017 (collectively, the “Notes”) in connection with the Merger and (iii) the new credit agreements relating to (A) a $2.5 billion Tranche A term loan facility, (B) a $7.5 billion Tranche B term loan facility and (C) a $1.0 billion revolving credit facility (the “Credit Agreements”), entered into by the Company in connection with the issuance of the Notes and the Merger, since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, (x) except for the redemption of the Company’s 7.20% Senior Notes due 2026, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or, except for dividends paid or to be paid on the Company’s outstanding shares of 5 1/2% Convertible Perpetual Preferred Stock and the Company’s common stock, any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries, taken as a whole; (y) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole; and (z) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, exce...
No Company Material Adverse Change. No Company Material Adverse Change shall have occurred since December 31, 2004.
No Company Material Adverse Change. From and including the date hereof, there shall not have been a Company Material Adverse Change.
No Company Material Adverse Change. Since May 9, 2016, there has not been any Company Material Adverse Change (as defined in the Acquisition Agreement as in effect on the date hereof).
No Company Material Adverse Change. Since the date of this Agreement, there shall not have occurred any event or condition of any kind or character that has had, or is reasonably likely to have, a Company Material Adverse Change. For purposes of this Section 8.2(b), “Company Material Adverse Change” shall mean a material adverse change in the business, capitalization, assets (including intangible assets), liabilities, financial condition or results of operations of Company, taken as a whole; provided, however, that none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Change: (a) any adverse effect to the extent resulting from general business or economic conditions; (b) any adverse effect to the extent resulting from conditions generally affecting any industry or industry sector in which the Company operates or competes; (c) any adverse effect to the extent resulting from the announcement, execution or delivery of this Agreement or the pendency or consummation of the Merger; (d) any adverse effect to the extent resulting from any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof; (e) any adverse effect to the extent resulting from (i) any action taken by the Company at Parent’s direction, (ii) any action referred to in Section 6.1 taken by the Company with Parent’s written consent, (iii) the failure to take any action referred to in Section 6.1 that was not taken by the Company because Parent unreasonably withheld or delayed its consent, or (iv) the payment of any amounts due to, or the provision of any other benefits to, any Persons or entities pursuant to the Company’s obligations under Contracts in existence as of the date of this Agreement and disclosed in the Disclosure Schedule; (f) any adverse effect resulting from the failure of the Company to meet projections delivered to Parent in writing prior to the date of this Agreement; (g) any adverse effect resulting from any breach by Parent of any provision of this Agreement; or (h) any adverse effect resulting from Parent’s or Parent’s accountants, counsel or other representatives’ access to employees, customers, suppliers or creditors pursuant to Section 7.4.
No Company Material Adverse Change. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
