No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 17 contracts
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Cornerstone Investment Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (General Growth Properties, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchanges or events that, fact individually or circumstance, that has had or in the aggregate would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.
Appears in 13 contracts
Samples: Stock Purchase Agreement (Trinity Place Holdings Inc.), Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Addentax Group Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any event, fact circumstance or circumstance, development that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Peoples.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Limestone Bancorp, Inc.), Agreement and Plan of Merger (Limestone Bancorp, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect which has not been cured, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact nor shall any event or circumstance, that has had or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
Appears in 8 contracts
Samples: Subordination Agreement (iCoreConnect Inc.), Equity Purchase Agreement, Loan and Security Agreement (iCoreConnect Inc.)
No Material Adverse Effect. Since No fact, event, condition or circumstance has occurred or arisen since the date of this AgreementAgreement that, there shall not have occurred individually or in combination with any eventother facts, fact events, conditions or circumstancecircumstances, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Samples: Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (OMNICELL, Inc), Stock Purchase Agreement (Silicon Graphics International Corp), Agreement of Merger (Oclaro, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstance or circumstance, development that has had or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Acorn International, Inc.), Asset and Securities Purchase Agreement (Remark Media, Inc.), Asset and Securities Purchase Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall not have Agreement nothing has occurred any event, fact which has or circumstance, that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 6 contracts
Samples: Loan Agreement (Telecom Argentina Sa), Loan Agreement (Canuelas Mill S.A.C.I.F.I.A.), Loan Agreement (Canuelas Mill S.A.C.I.F.I.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any event, fact or circumstance, that Occurrence which has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Stock Purchase Agreement (EnerSys), Share Purchase Agreement (Revelyst, Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any change, event, fact occurrence, condition, development or circumstanceeffect that, that taken together with all other changes, events, occurrences, conditions, developments and effects, has had had, or would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 5 contracts
Samples: Interest Purchase Agreement (Red Rock Resorts, Inc.), Interest Purchase Agreement, Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchange, fact event or circumstance, that has had or would reasonably be expected to havedevelopment that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Share Purchase Agreement (Foundation Building Materials, Inc.), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Lin Television Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact or change, circumstance, development event or occurrence that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (New Fortress Energy Inc.), Agreement and Plan of Merger (New Fortress Energy Inc.), Agreement and Plan of Merger (Golar LNG LTD)
No Material Adverse Effect. Since the date of this Agreement, there shall not have no event or circumstance has occurred any eventthat, fact individually or circumstancein the aggregate, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Fly Leasing LTD), Securities Purchase Agreement (Fly Leasing LTD), Securities Purchase Agreement (Summit Aviation Partners LLC)
No Material Adverse Effect. Since There shall not have been any event or condition since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to haveAgreement which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Membership Interest Purchase Agreement (MVP REIT II, Inc.), Membership Interest Purchase Agreement (MVP REIT, Inc.), Purchase Agreement (MVP REIT, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact or circumstance, development or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ocwen Financial Corp), Agreement and Plan of Merger (Ocwen Financial Corp), Agreement and Plan of Merger (PHH Corp)
No Material Adverse Effect. Since the date of this Agreement, there no event, development, change, circumstance or condition shall not have occurred any event, fact or circumstance, exist prior to the Effective Time that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Adams Golf Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have Agreement nothing has occurred any event, fact which has or circumstance, that has had or would can reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 4 contracts
Samples: Loan Agreement (Logistic Properties of the Americas), Loan Agreement (Chindex International Inc), Loan Agreement (Grupo Financiero Galicia Sa)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any event, fact development, set of facts or circumstancecircumstances that would, that has had or would reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc)
No Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any circumstance, there shall not have occurred any development, change, event, fact effect or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Frank's International N.V.), Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (Sierra Wireless Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no event, fact or circumstancecircumstance shall have occurred or exist that would constitute, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Samples: Contribution and Exchange Agreement (Icahn Enterprises Holdings L.P.), Contribution and Exchange Agreement (Icahn Enterprises L.P.), Contribution and Exchange Agreement (Icahn Enterprises L.P.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact been no event or circumstance, circumstance or series of related events or circumstances that has had have caused or would could reasonably be expected to have, individually or in the aggregate, cause a Material Adverse EffectEffect on the Business.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Viewcast Com Inc), Asset Purchase Agreement (Viewcast Com Inc), Asset Purchase Agreement (Viewcast Com Inc)
No Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any Event that, there shall not have occurred any eventindividually or in the aggregate, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Ubs Ag), Equity Commitment Agreement (Goldman Sachs Group Inc), Equity Commitment Agreement (Citadel Securities LLC)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred a Material Adverse Effect or any eventchange, fact development or circumstance, that has had or would reasonably be expected to haveeffect which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bone Biologics, Corp.), Agreement and Plan of Merger (Affymetrix Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or would circumstances, could reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Silicom Ltd.), Share Purchase Agreement (Silicom Ltd.), Agreement and Plan of Merger (Quest Software Inc)
No Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any circumstance, there shall not have occurred any development, change, event, fact effect or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Frank's International N.V.), Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (Sierra Wireless Inc)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any eventMaterial Adverse Effect, fact and no event or circumstanceother Effect shall have occurred or circumstance or other Effect shall exist that, that has had in combination with any other events, circumstances or other Effects, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (CarGurus, Inc.), Membership Interest Purchase Agreement (CarGurus, Inc.), Membership Interest Purchase Agreement (CarGurus, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, change, development, circumstance, fact or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, change, development, circumstance, fact or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has resulted in or is reasonably expected to result in a Material Adverse EffectEffect that is continuing.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Agreement and Plan of Merger (Collectors Universe Inc)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Exor S.p.A.), Agreement and Plan of Merger (Partnerre LTD), Agreement and Plan of Merger (Exor S.p.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have been, or occurred any event, fact or circumstance, that has had or would event which could reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Republic Industries Inc), Agreement and Plan of Reorganization (Guy Salmon Usa LTD), Agreement and Plan of Reorganization (Republic Industries Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact change, condition, state of fact, development, occurrence or circumstance, that has had or would reasonably be expected to haveevent that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventevent or circumstance that shall have caused, fact or circumstance, that has had or would be reasonably be expected likely to have, individually or in the aggregatecause, a Material Adverse EffectEffect with respect to the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger 2 Agreement (Schulman Robert I), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co), Agreement and Plan of Merger (Tremont Advisers Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventbeen no occurrences that, fact individually or circumstancein the aggregate, that has have had and continue to have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.; and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Abovenet Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact occurrence or circumstance, effect that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect with respect to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC), Agreement and Plan of Merger (Cheniere Energy Inc)
No Material Adverse Effect. Since the date of this Agreement, there no event or change shall not have occurred any event, fact or circumstance, that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Providence Service Corp), Membership Interest Purchase Agreement (Molina Healthcare Inc), Agreement and Plan of Merger (Amn Healthcare Services Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any change, event, fact or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc), Asset Purchase Agreement (Graco Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact occurrence, fact, condition, change, development or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has had, or would reasonably be expected to result in, a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact Material Adverse Effect or circumstance, that has had any event or would reasonably be expected to havecircumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Ply Gem Industries Inc), Stock Purchase Agreement (Ply Gem Industries Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been no event, fact occurrence or circumstancecircumstance which has had, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect (as defined in Section 5.01 below).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Agreement and Plan of Merger (Liberty Media Corp /De/), Agreement and Plan of Merger (Idt Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any event, fact change, circumstance or circumstanceeffect which, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Search Inc), Agreement and Plan of Merger (Apco Argentina Inc/New), Agreement and Plan of Merger (Williams Companies Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall have not have occurred been any eventevents, fact occurrences, developments or circumstancechanges that individually, that has had or would reasonably be expected to have, individually or in the aggregate, constitute or could reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (H&r Block Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect or any fact, event, fact change, development or circumstanceeffect that, that individually or when taken together with all other facts, events, changes, developments or effects, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact event or circumstance, that has had occurrence creating or would reasonably be expected likely to have, individually or in the aggregate, create a Material Adverse Effect.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Broadwind Energy, Inc.), Stock Purchase Agreement (Titan Energy Worldwide, Inc.), Stock Purchase Agreement (Tower Tech Holdings Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any event, fact change or circumstance, effect that has had or would reasonably be expected to havehad, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Contribution Agreement (Allogene Therapeutics, Inc.), Asset Contribution Agreement (Allogene Therapeutics, Inc.), Asset Contribution Agreement (Allogene Therapeutics, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to havebeen, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Stock Purchase Agreement and Agreement and Plan of Merger (PERRIGO Co PLC), Agreement and Plan of Merger (Organogenesis Holdings Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, event, fact condition, fact, development or circumstancechange that, that individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.;
Appears in 3 contracts
Samples: Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Vespoint LLC), Security Agreement (Midwest Holding Inc.), Securities Purchase Agreement (Midwest Holding Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred or been discovered any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (Banta Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact change or circumstance, effect that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (USD Partners LP), Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or occurrence, change, condition, circumstance, that development or effect that, individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall have been no, and there shall not have occurred any be continuing any, change, development, discovery, event, fact fact, circumstance or circumstance, that has had or would reasonably be expected to haveother matter that, individually or in the aggregate, has had or would be reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventbeen no change, fact event or circumstance, development that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Caesars Acquisition Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been, or there shall not have been any eventevents or circumstances that, fact individually or circumstancecollectively, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bradley Pharmaceuticals Inc), Asset Purchase Agreement (Quintiles Transnational Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been no event, fact occurrence or circumstancecircumstance which has had, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Stock Exchange Agreement (Liberty Media Corp /De/)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventfact, fact or circumstance, occurrence, effect, change, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Resorts Inc), Agreement and Plan of Merger (Vail Resorts Inc)
No Material Adverse Effect. Since the date of this Agreement, there no event, circumstance, change or effect shall not have occurred any eventor exist which, fact individually or circumstancein the aggregate, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Trinseo S.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred any event, fact change, development, occurrence or circumstancecircumstance that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Intercontinental Hotels Group PLC /New/)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred a Material Adverse Effect nor shall there exist any event, fact facts or circumstance, circumstances that has had or would could reasonably be expected to have, individually or in the aggregate, cause such a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to haveevent which, individually or in the aggregate, has caused a Material Adverse EffectEffect with respect to the Acquiror.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no fact, event, fact development or circumstance, circumstance that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Mallinckrodt PLC)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, occurrence, effect, change, event or development that has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marubeni Corp /Fi), Agreement and Plan of Merger (Aircastle LTD)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred any event, fact event or circumstance, that has had or would reasonably be expected to haveseries of events of any character that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any event, fact or circumstance, that has had or would reasonably be expected to haveEffect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)
No Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any eventor circumstance arisen that, fact individually or circumstancetaken together with all other facts, that circumstances or events, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that occurrence, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arch Capital Group Ltd.), Agreement and Plan of Merger (Watford Holdings Ltd.)
No Material Adverse Effect. Since the date of this Agreement, the Agreement there shall not have occurred been any eventeffect, fact change, event or circumstanceoccurrence that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
No Material Adverse Effect. Since There shall not have occurred since the date of this AgreementAgreement any change, there shall not have occurred any effect, event, fact condition, matter, occurrence, state of facts or circumstance, development that has had or would be reasonably be expected anticipated to have, individually or in the aggregateaggregate with other such changes, effects, events, conditions, matters, occurrences, states of facts or developments, a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Steel Partners Holdings L.P.), Stock Purchase Agreement (Advanced Energy Industries Inc)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any change, event, fact occurrence or circumstance, development that has had or would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avalonbay Communities Inc), Asset Purchase Agreement (Erp Operating LTD Partnership)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a an OIS Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any fact, event, fact condition, change occurrence or circumstance, that effect which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (CEB Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (Flagstone Reinsurance Holdings, S.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a MediVision Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact Change or circumstance, Changes that has have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transcanada Corp), Agreement and Plan of Merger (Columbia Pipeline Group, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventevent or circumstance which has resulted, fact or circumstance, that has had or which would reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse EffectEffect with respect to the Company.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement (PNK Entertainment, Inc.), Membership Interests Purchase Agreement (Pinnacle Entertainment Inc.)
No Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any event, fact change, occurrence or circumstance, effect that has had or would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no event, fact circumstance or circumstance, change has occurred that has had or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (MSP Recovery, Inc.), Credit Agreement (MSP Recovery, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not no event or events have occurred any event, fact or circumstance, that has have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectEffect on any Party.
Appears in 2 contracts
No Material Adverse Effect. Since the date of Except as contemplated by this Agreement, since June 30, 2003 through the date hereof, there shall has not have occurred been any eventchange, fact occurrence or circumstance, circumstance that has had had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cable & Wireless Public Limited Co), Asset Purchase Agreement (Savvis Communications Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact condition or circumstance, circumstance that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement (Ants Software Inc), Agreement (Ants Software Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (T-Mobile US, Inc.), Membership Interest Purchase Agreement (Cogent Communications Holdings, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any state of facts, change, development, event, fact effect, condition or circumstanceoccurrence that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Companies Material Adverse Effect.
Appears in 2 contracts
Samples: Transaction Agreement (Texas Genco Inc.), Transaction Agreement (Centerpoint Energy Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchange, fact event or circumstancedevelopment or prospective change, that has had event or would reasonably be expected to havedevelopment that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchanges, fact events or circumstancedevelopments that have had, that has had or would reasonably be expected to haveexpected, individually or in the aggregate, to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Share Subscription Agreement (Ma Kevin Xiaofeng), Share Subscription Agreement
No Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any change, effect, event, fact occurrence or circumstance, that has had or would reasonably be expected to havecircumstance that, individually or in the aggregate, has resulted in a Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event, fact or circumstance, that has had change, development or would reasonably be expected to haveeffect have occurred that, individually or in the aggregate, with or without the lapse of time, would result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.), Business Combination Agreement (Deerfield Healthcare Technology Acquisitions Corp.)
No Material Adverse Effect. Since the date of this Agreement, there no event, change or development shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Walter Investment Management Corp), Stock Purchase Agreement (Walter Investment Management Corp)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact nor shall any event or circumstance, that has had or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shutterstock, Inc.), Terminal and Wholesale Fuelsasset Purchase Agreement (Sprague Resources LP)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect or any state of facts, change, development, event, fact effect, condition, occurrence, action or circumstance, omission that has had or would is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there no Effect shall not have occurred any event, fact or circumstance, that has had or would is reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&k Services Inc), Agreement and Plan of Merger (Cintas Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred or been discovered, any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact change or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Interests Purchase Agreement (Tegna Inc), Interests Purchase Agreement (McClatchy Co)
No Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any event, fact or circumstance, that which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Able Laboratories Inc), Asset Purchase Agreement (Able Laboratories Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any eventMaterial Adverse Effect and no event shall have occurred or circumstance shall exist that, fact in combination with any other events or circumstancecircumstances, that has had or would could reasonably be expected to have, individually have or result in the aggregate, a any Material Adverse Effect.
Appears in 2 contracts
Samples: Framework Agreement (Clearone Inc), Stock Purchase Agreement (Clearone Inc)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc), Agreement and Plan of Merger (J Crew Group Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any fact, event, fact or circumstance, effect, development, occurrence or condition of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Master Agreement (Protective Life Corp), Master Agreement (Genworth Financial Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact change, effect or circumstance, circumstance that has had had, or would reasonably be expected to have, individually or in the aggregate, a an OUTD Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Outdoor Channel Holdings Inc), Agreement and Plan of Merger (Outdoor Channel Holdings Inc)
No Material Adverse Effect. Since No event, change, development, effect, circumstance or occurrence shall have occurred, since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Contribution Agreement (CPG International Inc.), Unit Purchase Agreement (CPG International Inc.)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to haveevent which, individually or in the aggregate, has caused a Material Adverse EffectEffect with respect to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
