Buyer Material Adverse Sample Clauses

Buyer Material Adverse. Effect Section 4.1 Buyer SEC Reports Section 4.3(a) Certificate Section 2.2(b) Class A Common Section 2.1(b) Class B Common Section 2.1(b) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Commitment Letters Section 4.6 Company Preamble Company Balance Sheet Section 3.5(b) Company Board Section 3.4(a) Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.14(a) Company ESPP Section 2.3(d) Company Intellectual Property Section 3.10(b) Company Leases Section 3.9(c) Company Material Adverse Effect Section 3.1 Company Material Contracts Section 3.11(a) Company Meeting Section 3.4(d) Company Permits Section 3.16 Company Preferred Stock Section 3.2(a) Company SEC Reports Section 3.5(a) Company Stock Options Section 2.3(a) Company Stock Plans Section 2.3(a) Company Stockholder Agreement Preamble Company Stockholder Approval Section 3.4(a) Company Voting Proposal Section 3.4(a) Company’s Knowledge Section 9.13 Confidentiality Agreement Section 5.2 Continuing Employees Section 6.11 East Brookfield Property Section 3.1(j) Effective Time Section 1.1 Employee Benefit Plan Section 3.14(a) Environmental Law Section 3.13(c) Terms Reference in Agreement ERISA Section 3.14(a) ERISA Affiliate Section 3.14(a) Exchange Act Section 3.4(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) GAAP Section 3.5(b) Governmental Entity Section 3.4(c) Governmental Regulations Section 3.9(b) Hazardous Substance Section 3.13(d) HSR Act Section 3.4(c) Indemnified Parties Section 6.8(a) Intellectual Property Section 3.10(a) IRS Section 3.8(b) Liens Section 3.4(b) MBCA Preamble Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Section 2.3(b) Ordinary Course of Business Section 3.2(e) Outside Date Section 8.1(b) Pre-Closing Period Section 5.1 Premium Limit Section 6.8(c) Proxy Statement Section 3.5(c) Qualified Bidder Section 6.1(a) Real Estate Section 3.9(a) Required Cash Amount Section 4.6 Required Company Stockholder Vote Section 3.4(d) Representatives Section 6.1(a) SEC Section 3.4(c) Securities Act Section 3.2(c) Specified Time Section 6.1(a) Subsidiary Section 3.3(a) Superior Proposal Section 6.1(f) Surviving Corporation Section 1.3 Tax Returns Section 3.8(a) Taxes Section 3.8(a) Third Party Intellectual Property Section 3.10(b) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 1, 2005, by and among...
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Buyer Material Adverse. Effect Section 4.1
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Buyer Material Adverse. Effect Section 4.1 Buyer Permits Section 4.13
Sample 1Sample 2
Buyer Material Adverse. Effect Section 4.1 Buyer Parties Section 4.1 Buyer Plans Section 5.13(b) Capital Z Section 4.8 Chase Bank Section 4.8 Chase Commitment Section 4.8 Chase Securities Section 4.6 Claim Section 8.1(b) Claims Notice Section 8.3(a) Closing Section 7.1 Closing Date Section 7.1 Closing Transactions Section 2.2 Cologne Re Section 2.3(e) Company Employees Section 5.13(a) Confidentiality Agreement Section 9.4(a) ConLife Preamble ConLife Group Section 3.14(n) ConLife Insurance Approvals Section 3.6 ConLife Purchase Price Section 2.1(b) ConLife Shares Recitals Deposit Section 3.15(i) DOJ Section 3.6 ERISA Section 3.13(a) ERISA Affiliate Section 3.13(e) Estimated Statement Section 5.7 Financial Statements Section 3.7(d) Fundamental Representations Section 8.1 GAAP Section 3.7(d) HSR Act Section 3.6 Indemnifying Party Section 8.3(a) Indemnitee Section 8.3(a) Integon Section 6.1(g) Investment Agreements Section 5.9(b) Intellectual Property Section 3.17
Sample 1

Related to Buyer Material Adverse

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • 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 Seller Material Adverse Effect Since the date of this Agreement, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had, or is reasonably likely to have, a Seller Material Adverse Effect.

  • Material Adverse Events Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. No event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is deemed made.

  • 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 Event The occurrence of a MATERIAL ADVERSE EVENT.

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

  • 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 Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

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