No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror Parent and its subsidiariesSubsidiaries, taken as a whole.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp), Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, results of operations, results liabilities (contingent or accrued) or financial condition of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Medicus and its subsidiaries, taken as a whole.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan (Medicus Systems Corp /De/), Agreement and Plan of Reorganization (Quadramed Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeTarget.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeTarget.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Interactive Media Inc), Agreement and Plan of Reorganization (Wireless Inc), Agreement and Plan of Reorganization (Ashford Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Legato Systems Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Omega and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Uproar Inc), Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Online and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Legato Systems Inc)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Buyer and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Healthcentral Com), Agreement and Plan of Reorganization (Healthcentral Com)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or presently-identified prospects of Acquiror and its subsidiaries, taken as a wholeTarget.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeAcquiror.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Wireless Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Purchaser and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.the Company. (c)
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any ---------------------------- material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of the Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Purchase Agreement (Naviant Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror the Company and its subsidiariesSubsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Offeror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement (Synaptics Inc)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Purchase Agreement (Naviant Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Buyer and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Skylynx Communications Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise)condition, properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Parent and its subsidiariesSubsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition condition, (financial or otherwise), ) properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of the Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Purchase Agreement (Naviant Inc)
No Material Adverse Changes. There shall not have occurred any material --------------------------- adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Multex Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeCompany. Certificates of Company.
Appears in 1 contract
Samples: Escrow Agreement (Getthere Com)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Marketfirst Software Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, operations or results of operations or prospects of Acquiror and its subsidiariesthe Company, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholeCSINH or the Company.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or presently-identified prospects of Acquiror and its subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror Target, Pilot and its subsidiariesthe Subsidiaries, taken as a whole.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiariesTarget, taken as a wholeother than any change resulting from changes in the state of the economy in general or from changes in federal or state legislation.
Appears in 1 contract
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, results of operations, results liabilities (contingent or accrued), prospects or financial condition of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Company.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Scientific Technologies Inc)
No Material Adverse Changes. There shall not have occurred any --------------------------- material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a wholethe Limited Partnership or the General Partner.
Appears in 1 contract
Samples: Limited Partnership and Stock Purchase Agreement (Data Critical Corp)
No Material Adverse Changes. There shall not have occurred any material adverse change in the condition (financial or otherwise), propertiesbusiness, assets (including intangible assets), liabilities, business, operations, financial condition or results of operations or prospects of Acquiror the Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
