Court Orders Uses in Absence of Certain Changes Clause

Absence of Certain Changes from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (Parent), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Absence of Certain Changes. Since February 28, 2013, except as set forth in Section 3.6 of the Company Disclosure Letter, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, (b) there has not occurred any event, change or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) having or which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (c) neither the Company nor any of its Subsidiaries has taken any actions that if taken after the date of this Agreement would or reasonably could be expected to violate, be prohibited by or require consent under Section 5.1.

Absence of Certain Changes from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 21, 2007, by and among BAE Systems, Inc., a Delaware corporation (Parent), Mira Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and MTC Technologies, Inc., a Delaware corporation (the Company).

Absence of Certain Changes. From January 1, 2007 through the date of this Agreement, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, (b) there has not been any event, circumstance, change, occurrence, state of facts or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) having, or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (c) neither the Company nor any of its Subsidiaries has taken any actions that if taken after the date of this Agreement would be prohibited by Section 5.1.

Absence of Certain Changes from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 15, 2007, by and among Thomas & Betts Corporation, a Tennessee corporation (Parent), T&B Acquisition II Corp., an Ohio corporation and a wholly owned subsidiary of Parent (Merger Sub), and The Lamson & Sessions Co., an Ohio corporation (the Company).

Absence of Certain Changes. Since December 31, 2006, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practices, (b) there has not occurred any event, occurrence, circumstance, change or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (c) neither the Company nor any of its Subsidiaries has taken any actions that if taken after the date of this Agreement would be prohibited by Section 5.1.