No Parent Material Adverse Change Sample Clauses

No Parent Material Adverse Change. Since the date of this Agreement and through the Closing, no event shall have occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that any event that (i) results from the announcement or pendency of the Merger, including disruptions to Parent’s business or the Parent Subsidiaries’ businesses, and their respective employees, customers and suppliers or (ii) generally affects the industries in which Parent and the Parent Subsidiaries operate and does not affect Parent and the Parent Subsidiaries in a materially disproportionate manner, shall, for purposes of this Section 5.3(d), be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur.
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No Parent Material Adverse Change. There shall not have occurred, after the date hereof and prior to the Effective Time, any change, event or circumstance that has resulted in, or would reasonably be expected to result in, a Parent Material Adverse Effect.
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No Parent Material Adverse Change. Since the date of this Agreement, there shall have been no Parent Material Adverse Change, and the Company shall have received a certificate dated the Closing Date, signed on behalf of Parent by the Chief Executive Officer and Chief Financial Officer of Parent that, to the knowledge of such officers, there has been no Parent Material Adverse Change.
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No Parent Material Adverse Change. There shall have been no Parent Material Adverse Change since the date of this Agreement. Seller shall have received certificates (which shall be addressed to Seller and each Shareholder), dated the Closing Date, of the president and chief financial officer of Parent, in the form of Exhibit 11.8 hereto, certifying to the foregoing. EXECUTION COPY
Sample 1
No Parent Material Adverse Change. Since the date of this Agreement, there shall not have occurred any event or condition of any kind or character that has had, or is reasonably likely to have, a Parent Material Adverse Change. For purposes of this Section 8.3(a), “Parent Material Adverse Change” shall mean a material adverse change in the business, capitalization, assets (including intangible assets), liabilities, financial condition or results of operations of Parent, taken as a whole; provided, however, that none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Parent Material Adverse Change: (a) any adverse effect to the extent resulting from general business or economic conditions; (b) any adverse effect to the extent resulting from conditions generally affecting any industry or industry sector in which Parent operates or competes; (c) any adverse effect to the extent resulting from the announcement, execution or delivery of this Agreement or the pendency or consummation of the Merger; (d) any adverse effect to the extent resulting from any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof; (e) any adverse effect to the extent resulting directly from (i) any action taken by Parent with the Company’s prior written consent, or (ii) the payment of any amounts due to, or the provision of any other benefits to, any persons or entities pursuant to Parent’s obligations under Contracts in existence as of the date of this Agreement; (f) any adverse effect resulting from the failure of Parent to meet earnings or revenue estimates or projections; or (g) any adverse effect resulting from any breach by the Company or the Principal Shareholders of any provision of this Agreement.
Sample 1
No Parent Material Adverse Change. Except as indicated in the Preliminary Offering Circular or as disclosed in Section 4.11 of Parent's Disclosure Schedule, since December 31, 2000:
Sample 1

Related to No Parent Material Adverse Change

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

  • Material Adverse Change A Material Adverse Change occurs;

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

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

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

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

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

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

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

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