No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Vaughan Foods, Inc.), Agreement and Plan of Merger (Applied Materials Inc /De), Agreement and Plan of Merger (Ebay Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist Effects that, individually or in combination with any other events the aggregate, have constituted or circumstancesresulted in, could or would reasonably be expected to have constitute or result in in, a Company Material Adverse Effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Bioventus Inc.), Agreement and Plan of Merger (Advanced Micro Devices Inc), Agreement and Plan of Merger (Xilinx Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effectevent, and no event shall have occurred change, development, occurrence or circumstance shall exist effect that, individually or in combination the aggregate with any all other events events, changes, developments, occurrences or circumstances, could effects that has resulted or would reasonably be expected to have or result in a Company Material Adverse EffectEffect on the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Ameristar Casinos Inc), Agreement and Plan of Merger (PNK Entertainment, Inc.)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist Effect that, individually or in combination with any other events the aggregate, has resulted, or circumstances, could would reasonably be expected likely to have or result result, in a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Metacrine, Inc.), Agreement and Plan of Merger and Reorganization (Twilio Inc)
No Company Material Adverse Effect. Since During the period from the date of this AgreementAgreement to the Closing Date, there shall not have occurred any Company Material Adverse Effectfact, and no circumstance, effect, change, event shall have occurred or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Warnaco Group Inc /De/), Agreement and Plan of Merger (Exactech Inc), Agreement and Plan of Merger (PVH Corp. /De/)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any Company Material Adverse Effectchange, and no event shall have occurred effect, event, occurrence, development or circumstance shall exist that, in combination with any other events state of facts that has had or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger, Limited Liability Company Agreement (Williams Companies Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effecteffect, and no change, condition, state of fact, development, occurrence or event shall have occurred or circumstance shall exist that, individually or in combination with any other events the aggregate, has had or circumstances, could would be reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Meredith Corp)
No Company Material Adverse Effect. Since the date of this the Agreement, there shall not have no change, event, circumstance, development or effect has occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, individually or in combination with any other events or circumstancesthe aggregate, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Share Purchase Agreement (Irobot Corp), Agreement and Plan of Merger (Irobot Corp), Agreement and Plan of Merger (Irobot Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any Company Material Adverse Effectevent, and no event shall have occurred change, effect or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Rice Energy Operating LLC), Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (EQT Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred change, effect or circumstance shall exist thatthat has had, in combination with any other events or circumstancesis reasonably likely to have, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Contribution and Exchange Agreement (Special Diversified Opportunities Inc.), Securities Purchase and Exchange Agreement (Geoglobal Resources Inc.), Contribution and Exchange Agreement (Harbinger Group Inc.)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred occurrence, fact, condition, change, development or circumstance shall exist effect that, individually or in combination with any other events the aggregate, has resulted, or circumstances, could would reasonably be expected likely to have or result result, in a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.), Agreement and Plan of Merger (Scripps Networks Interactive, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effecteffect, and no change, condition, fact, development, occurrence or event shall have occurred or circumstance shall exist that, individually or in combination with any other events the aggregate, has had or circumstances, could would be reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Sinclair Broadcast Group Inc)
No Company Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any Company Material Adverse Effecteffect, and no change, event shall have occurred or circumstance shall exist thatoccurrence that has had, or is reasonably likely to have, individually or in combination with any other events or circumstancesthe aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Platinum Underwriters Holdings LTD), Agreement and Plan of Merger (Lexmark International Inc /Ky/), Agreement and Plan of Merger (Kofax LTD)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred change, effect, development, state of facts, condition, circumstance or circumstance shall exist occurrence that, individually or in combination with any other events the aggregate, has had, or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tivity Health, Inc.), Agreement and Plan of Merger (Nutri System Inc /De/), Merger Agreement (Yatra Online, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effecteffect, and no event shall have occurred event, occurrence, development or circumstance shall exist that, in combination with any other events change that has had or circumstances, could would reasonably be expected to have individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effectevent, and no event shall have occurred change, effect or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dimension Therapeutics, Inc.), Agreement and Plan of Merger (Neon Therapeutics, Inc.), Agreement and Plan of Merger (BioNTech SE)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectfact, and no event shall have occurred circumstance, change, event, occurrence or circumstance shall exist thateffect that has had, in combination with any other events or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Vi Agreement and Plan of Merger (Interline Brands, Inc./De), Agreement and Plan of Merger (Aly Nauman A), Agreement and Plan of Merger (Alco Stores Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hansen Medical Inc), Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred no event, nor shall there exist any Company Material Adverse Effectfact or circumstance, and no event shall have occurred or circumstance shall exist that, individually or in combination with any other events the aggregate, has, or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstancescircumstances then in existence, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wireless Ronin Technologies Inc), Agreement and Plan of Merger (Twinlab Consolidated Holdings, Inc.), Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and continue to be in effect any event, circumstance or condition that has resulted in, or would reasonably be expected to result in, any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred occurrence, revelation or circumstance shall exist thatdevelopment of a state of circumstances or facts which, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effecteffect, and no event shall have occurred event, occurrence, development or circumstance shall exist that, in combination with any other events change that has had or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Baxalta Inc), Agreement and Plan of Merger (Shire PLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and continue to be in effect any event, circumstance or condition that has resulted in, or would reasonably be expected to result in any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect or event, circumstance, development, change or effect (whether arising out of facts and no event shall have occurred circumstances addressed by the representations and warranties set forth in this Agreement or circumstance shall exist that, in combination with any other events otherwise) that would or circumstances, could would reasonably be expected to to, individually or in the aggregate, have or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or would result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Berry Plastics Group Inc), Agreement and Plan of Merger (Epiq Systems Inc), Agreement and Plan of Merger (Aep Industries Inc)
No Company Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred effect, circumstance or circumstance shall exist development that, individually or in combination with any other events the aggregate, has resulted, or circumstances, could would reasonably be expected likely to have or result result, in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Directv), Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (At&t Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect that is continuing, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement of Merger (Ipass Inc), Agreement of Merger (GoRemote Internet Communications, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company event or circumstance that has resulted in a Material Adverse EffectEffect on the Company, and no event shall have has occurred or circumstance shall exist that, in combination with any other events or circumstances, could exists that would reasonably be expected to have or result in a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cody Resources, Inc.), Agreement and Plan of Merger (Cody Resources, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall have not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Zilog Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effectevent, and no event shall have occurred occurrence, discovery or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had, or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, change or effect and no event shall have occurred circumstance or circumstance condition of any character shall exist that, individually or in combination with any all other events events, changes, effects, circumstances or circumstancesconditions, could has had or would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and Agreement no event or circumstance shall have occurred that has had or circumstance shall exist that, in combination with any other events or circumstances, could is reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tercica Inc), Agreement and Plan of Merger (Ipsen, S.A.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred occurrence, development or circumstance shall exist that, in combination with any other events or state of circumstances, could change, fact or condition that has had or would, individually or in the aggregate, reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mikohn Gaming Corp), Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company 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 Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstance or circumstance shall exist thatdevelopment that has had, in combination with any other events or circumstancesis reasonably likely to have, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Niku Corp)
No Company Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any Event or Events that would be reasonably likely to, there shall not individually or in the aggregate, have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arv Assisted Living Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent or condition of any kind or character that has had, and no event shall have occurred or circumstance shall exist thatis reasonably likely to have, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (OccuLogix, Inc.), Agreement and Plan of Merger and Reorganization (Digital Impact Inc /De/)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effectevent, and no event shall have occurred change, effect, occurrence or circumstance shall exist state of facts that, individually or in combination with any other events the aggregate, has or circumstances, could would reasonably be expected to have or result in a Company 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 Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effectevent, and no event shall have occurred occurrence, state of facts, circumstance, condition, effect or circumstance shall exist thatchange that has had or would be reasonably likely to have, individually or in combination with any other events or circumstancesthe aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Transaction Agreement (Shaw Group Inc), Transaction Agreement (Chicago Bridge & Iron Co N V)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred circumstance, development, change or circumstance shall exist thateffect that has had, in combination with any other events or circumstances, could reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Stone William C)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstancescircumstances then in existence, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tidewater Inc), Agreement and Plan of Merger (Gulfmark Offshore Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectbeen an effect, and no event shall have occurred event, development, circumstance or circumstance shall exist change that, individually or in combination the aggregate with any all other events effects, events, developments, circumstances and changes, has resulted or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
No Company Material Adverse Effect. Since At any time after the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, occurrence, state of facts or circumstance shall exist that, development that individually or in combination with any other events the aggregate has had or circumstances, could is reasonably be expected likely to have or result in a Company 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 Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been no Company Material Adverse Effect, and no or condition or occurrence of an event shall have occurred which has had or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company 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 Company Material Adverse Effect. Since the date of this the Agreement, there shall not have occurred been, individually or in the aggregate, any Company Material Adverse Effect, and no effect, event or change shall have occurred or circumstance shall exist that, individually or in combination with any other events or circumstancesthe aggregate, could may reasonably be expected to have or result in a any Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rc2 Corp), Agreement and Plan of Merger (First Years Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred change, circumstance, occurrence or circumstance shall exist thatdevelopment, which, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company 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 Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events that shall have occurred since the date of this Agreement, or circumstancescircumstances that may exist since the date of this Agreement, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement of Merger (Synopsys Inc), Agreement of Merger (HPL Technologies Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist thatany change, in combination with any other events event, circumstance, occurrence or circumstances, could development that would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Select Medical Corp), Equity Purchase and Contribution Agreement (Select Medical Corp)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events that shall have occurred since the date of this Agreement, or circumstancescircumstances that shall have arisen since the date of this Agreement, could would reasonably be expected to have or to result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement of Merger (Nassda Corp), Agreement of Merger (Synopsys Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company event or circumstance that has resulted in a Material Adverse EffectEffect on Parent or Acquisition Corp., and no event shall have has occurred or circumstance shall exist that, in combination with any other events or circumstances, could exists that would reasonably be expected to have or result in a Company Material Adverse Effect.Effect on Parent or Acquisition Corp.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cody Resources, Inc.), Agreement and Plan of Merger (Cody Resources, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect that has had, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have have, individually or result in the aggregate with all other Effects, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect or any state of facts, and no event shall have occurred change, development, event, effect, condition, occurrence, action or circumstance shall exist omission that, individually or in combination with any other events or circumstancesthe aggregate, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstances or circumstance shall exist thatdevelopment that has had, in combination with any other events or circumstancesis reasonably likely to have, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Learning Care Group, Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred circumstance, development, occurrence, change or circumstance shall exist thateffect that has had, in combination with any other events or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since From the date of this AgreementAgreement to the Effective Time, there shall not have occurred any Company Material Adverse EffectEvent which, and no event shall have occurred either individually or circumstance shall exist that, in combination the aggregate with any other events Events, has had or circumstances, could would reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date time of the execution of this Agreement, there shall not have occurred any Company Material Adverse Effectbeen no event, and no event shall have occurred occurrence or circumstance shall exist that, in combination with any other events development that has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biovail Corp International)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectbeen no event, and no event shall have occurred change, effect or circumstance shall exist thatwhich, individually or in combination with any other events the aggregate, has had, or circumstances, could would reasonably be expected to have or result in in, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this AgreementAgreement no event, there shall not have occurred any Company Material Adverse Effectcircumstance, and no event change or effect shall have occurred or circumstance shall come to exist that, in combination with any other events which has had or circumstances, could would be reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc)
No Company Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred any Company Material Adverse Effectoccurred, and no event there shall have occurred not exist, any fact, condition, circumstance, change, development or circumstance shall exist that, in combination with any other events occurrence that has had or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrum Global Solutions, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred circumstance, development, change or circumstance shall exist thateffect that has had, in combination with any other events or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstance or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had or circumstances, could is reasonably be expected likely to have or result in a Company Material Adverse EffectEffect that is continuing.
Appears in 1 contract
No Company Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no nor shall any event shall or events have occurred or circumstance shall exist that, individually or in combination the aggregate, with any other events or circumstanceswithout the lapse of time, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred (or be occurring) any Company Material Adverse Effectevent, and no event shall have occurred circumstance, occurrence, fact, condition, development, effect or circumstance shall exist that, in combination with any other events change that has had or circumstances, could would reasonably be expected to have or result have, individually and in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any a Company Material Adverse EffectEffect and there shall not have been any changes, and no event shall have occurred events, effects, developments, occurrences or circumstance shall exist state of facts that, individually or in combination with any other events or circumstancesthe aggregate, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall must not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstance or circumstance shall exist thatdevelopment that has had, in combination with any other events or circumstances, could reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terayon Communication Systems)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent or occurrence which has had, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guidance Software, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, development or circumstance shall exist that, in combination with any other events effect that has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any a Company Material Adverse EffectEffect and there shall not have been any changes, and no event shall have occurred events, effects, developments, occurrences or circumstance shall exist state of facts that, individually or in combination with any other events or circumstancesthe aggregate, could would reasonably be expected to have or result in a Company Material Adverse Effect. Section 5.3.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been a Company Material Adverse EffectEffect or any change, and no event shall have occurred event, effect or circumstance shall exist thatthat would, individually or in combination with any other events or circumstancesthe aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred been any Company Material Adverse Effectchange, and no event shall have occurred effect, event, state of facts, development or circumstance shall exist that, in combination with any other events occurrence that has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Ashford Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectno effect, and no event or change shall have occurred which has had, or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wellco Enterprises Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred change, development, circumstance, fact or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in effect that has had a Company Material Adverse EffectEffect and that remains in effect.
Appears in 1 contract
Samples: Merger Agreement
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, circumstance or development that has had, or is reasonably likely to have, a Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, excluding the matters set forth in combination with any other events or circumstances, could reasonably be expected to have or result in a Section 5.6 of the Company Material Adverse EffectDisclosure Letter.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectevent, and no event shall have occurred circumstance, development, change or circumstance shall exist thateffect that has had, in combination with any other events or circumstanceswould be reasonably likely to have, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any known and undisclosed Event or Events that would be reasonably likely to, there shall not individually or in the aggregate, have occurred any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Center Healthcare, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectfacts, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could events, changes, effects or occurrences that have had or would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstance or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had, or circumstanceswould reasonably likely to have, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effectevent or condition that individually, and no event shall have occurred or circumstance shall exist that, in combination the aggregate with any other events or circumstancesconditions, could has had or would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huron Consulting Group Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectno change, and no event event, condition, development or circumstance shall have occurred and be continuing that has had or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectno Circumstance which, and no event shall have occurred individually or circumstance shall exist thattaken together with all other Circumstances, in combination with any other events has had, or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since No Event shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred which has had or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected likely to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing, any Company Material Adverse EffectEvent that has had, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could would reasonably be expected to have or result in have, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Distribution Inc)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could that would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Capital Resources, Inc.)
No Company Material Adverse Effect. Since the date of this the Agreement, there shall not have occurred any Company Material Adverse Effect, and no event shall have occurred or and no circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreementhereof, there shall not have occurred any a Company Material Adverse Effect, and no event shall have occurred including without limitation as a result of a change in the laws or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Company Material Adverse Effectregulations that govern the business of the Company.
Appears in 1 contract
No Company Material Adverse Effect. Since From the date of this AgreementAgreement to the Effective Time, there shall not have occurred any no Company Material Adverse Effect, Effect shall have occurred and no event events or circumstances shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could arisen that would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred be or exist any Company Material Adverse Effectchange, and no event shall have occurred effect, event, circumstance, occurrence or circumstance shall exist thatstate of facts that has had, in combination with any other events has or circumstances, which reasonably could reasonably be expected to have or result in have, a Company Material Adverse Effectmaterial adverse effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
No Company Material Adverse Effect. Since From and after the date of this AgreementAgreement Date, there shall not have occurred any Company Material Adverse Effect, event and no event shall have occurred or circumstance shall exist thatwhich, in combination alone or together with any one or more other events or circumstancescircumstances has had, could is having or would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effectchange, and no event shall have occurred or circumstance shall exist that, in combination with any other events occurrence that has had or circumstances, could would reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effectchange, and no event shall have occurred or circumstance shall exist that, in combination with any other events occurrence that has had or circumstances, could would not reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any Company Material Adverse Effecteffect, and no development, fact, circumstance, change, event shall have occurred or circumstance shall exist occurrence that, individually or in combination with any other events the aggregate, has had or circumstances, could would reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effectchange, and no event shall have occurred event, circumstance or circumstance shall exist development that, individually or in combination with any other events the aggregate, has had or circumstances, could is reasonably be expected likely to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc)
