Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Company Material Adverse Effect. No Company Material Adverse Effect will have occurred after the date of this Agreement that is continuing.
Company Material Adverse Effect. Since the date hereof, there shall not have occurred and be continuing any event, occurrence, fact, condition, change, development or effect that has had or would reasonably be expected to have a Company Material Adverse Effect.
Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect.
Company Material Adverse Effect. “Company Material Adverse Effect” shall mean any change, effect, development, circumstance, condition or worsening thereof (“Effect”) that, individually or when taken together with all other Effects that exist at the date of determination, (i) has had or would reasonably be likely to have a material adverse effect on the business, operations, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole; or (ii) would reasonably be expected to directly or indirectly materially impair the validity or enforceability of this Agreement, prevent or materially delay the consummation of the transactions contemplated by this Agreement or subject Parent or Purchaser to criminal or material civil liability in connection with the transactions contemplated by this Agreement; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect: (A) any Effect that results from general economic, business, financial or market conditions in the United States or global economy as a whole; (B) any Effect arising from or otherwise relating to any of the industries or industry sectors in which the Company or any of the Company Subsidiaries operates to the extent that it does not disproportionately affect the Company and the Company Subsidiaries (taken as a whole) relative to other participants in the medical device industry; (C) any Effect arising from or otherwise relating to any act of terrorism, war, national or international calamity or any other similar event; (D) any Effect (including any loss of employees, any cancellation of or delay in customer orders or any litigation) arising from or otherwise relating to the announcement or pendency of this Agreement, the Offer or the Merger; (E) the failure of the Company to meet internal or analysts’ expectations or projections, in and of itself (for the avoidance of doubt, this clause (E) shall not preclude the underlying cause of any such failure to meet internal or analysts’ expectations or projections being taken into account in determining whether there has been a Material Adverse Effect); (F) any Effect arising from or otherwise relating to any action required by this Agreement to be taken by the Company or any Company Subsidiary; or (G) a decline in the Company’s stock price, in and of it...
Company Material Adverse Effect. No Company Material Adverse Effect will have occurred after the date hereof that is continuing.
Company Material Adverse Effect. During the period from the date hereof to the Closing Date, there shall not have been a Company Material Adverse Effect.
Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred and there shall exist no fact or circumstance that would or, insofar as reasonably can be foreseen, could have a Company Material Adverse Effect.
Company Material Adverse Effect. There shall not have been a Company Material Adverse Effect.
Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred or exist following the execution and delivery of this Agreement (whether or not events or circumstances occurring prior to the execution and delivery of this Agreement caused or contributed to the occurrence of such Company Material Adverse Effect).
