Closing Material Adverse Effect Sample Clauses

Closing Material Adverse Effect. Since the date hereof, there shall not have been any change, event or circumstance with respect to the Business which has had or would reasonably be expected to have a Closing Material Adverse Effect.
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Closing Material Adverse Effect. 9.12.1. In the event either ConAgra or Acquisition LP notifies the other party of an occurrence of a Closing Material Adverse Effect, then Acquisition LP shall have six (6) business days from the receipt of such notice in which to notify ConAgra if Acquisition LP waives its rights under Section 10.2(d) and Section 11.1(f) with respect to such Closing Material Adverse Effect. If Acquisition LP does not elect to make such waiver, then, if after the date of the occurrence of such Closing Material Adverse Effect, ConAgra should receive an unsolicited, bona fide inquiry from an unrelated third party to acquire the Businesses ("Acquisition Proposal") that ConAgra's Board of Directors has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisors) is, or is reasonably likely to result in, a Superior Offer (as defined in Section 9.12.2), ConAgra may then take the following actions: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A)(1) concurrently with furnishing any such nonpublic information to such party, it gives Acquisition LP written notice of its intention to furnish nonpublic information and (2) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement, and (B) contemporaneously with furnishing any such nonpublic information to such third party, it furnishes such nonpublic information to Acquisition LP (to the extent such nonpublic information has not been previously so furnished); and (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, it gives Acquisition LP written notice of its intention to enter into negotiations with such third party. Thereafter ConAgra shall provide Acquisition LP as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep Acquisition LP informed in all material respects of the status of any such Acquisition Proposal. In the event that the Board of Directors of ConAgra determines that such Acquisition Proposal is a Superior Offer, it shall promptly give Acquisition LP notice of such ...
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Closing Material Adverse Effect. No Closing Material Adverse Effect shall have been incurred or suffered.
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Closing Material Adverse Effect. Since September 30, 2006, there shall not have occurred a Closing Material Adverse Effect.
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Closing Material Adverse Effect. There will not have occurred since the date of this Agreement any condition, change or event which has had or would reasonably be expected to have, individually or in the aggregate, a Closing Material Adverse Effect.
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Related to Closing Material Adverse Effect

  • 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.

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

  • 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.

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

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

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • 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.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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

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

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