Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusPreference Offering Memorandum, except as otherwise stated therein, (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 subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those transactions entered into in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development which is reasonably likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such change or development, a “Material Adverse EffectChange”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusDisclosure Package, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular dividends on the Company’s common stock or preferred stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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, except for dividends paid by the Company in the ordinary course of business consistent with past practice.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, financial or otherwise, or in the earnings, business affairs affairs, properties or business prospects of the Company and its Subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business (a “Company Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, except Prospectus (in each case other than as otherwise stated disclosed therein), (A) there has been no material adverse change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs business, properties, management or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, 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 stockCapital Stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given included or incorporated by reference, in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, management, properties, operations or business prospects results of operations of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as disclosed in the General Disclosure Package or the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, nor any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs properties or business prospects results of operations of the Company and its Subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business business, (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and General Disclosure Package or the Prospectus, except as otherwise stated thereinFinal Offering Memorandum, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated disclosed therein, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprise, whether or not arising in the ordinary course of business a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, (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”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariesconsolidated subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries consolidated subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or a development known to the Company involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement General Disclosure Package and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 or with respect to any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusOffering Memorandum, except as otherwise stated therein, (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 subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company and its Subsidiaries 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, subsidiaries which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the conditiongeneral affairs, management, business, condition (financial or otherwise), prospects or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole (any such event, 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 stockshare capital.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except Except as otherwise stated therein, since the date of the latest audited financial statements of the Company included or incorporated by reference 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business enterprise (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Time of Sale Prospectus and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, general affairs, business, management, business affairs prospects, properties or business prospects results of operations of the Company and its Subsidiaries 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, subsidiaries which are material with respect to the Company and its Subsidiaries 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 stockCompany.

No Material Adverse Change in Business. Since the respective dates as of which information is given or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated disclosed therein, : (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 Subsidiariessubsidiaries, 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 or, other than to the Company, any Subsidiary on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, any Rule 462(b) Registration Statement and the Prospectus, except as otherwise stated thereintherein or contemplated thereby, (Ai) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (Bii) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (Ciii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated disclosed therein, : (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 Subsidiariessubsidiaries, 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 or, other than to the Company, any Subsidiary on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and the ProspectusSEC Reports, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of businessbusiness and except as contemplated in this Agreement, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse EffectChange”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated disclosed therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 subsidiaries (taken as one enterprisea whole), 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries (taken as one enterprisea whole), 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects prospects, of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 subsidiary 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 its Subsidiariessubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiary 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business enterprise (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusOffering Memorandum, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 the 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 its any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its the Subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusOffering Memorandum, except as otherwise stated therein, (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 subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those transactions entered into in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, management, properties, operations or business prospects results of operations of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus, except as otherwise stated therein, (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”)business, (B) there have been no transactions entered into by the Company or its Subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Class A Common Shares and Common Voting Shares of the Company in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (Ai) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (Ciii) except as disclosed in the Registration Statement and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshares.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the business, properties, financial condition, financial results of operation or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 to any class of its capital stockmembers or stockholders, as applicable.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Shares in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Time of Sale Prospectus or the Prospectus, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), and (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.;

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 stockshares.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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., other than the dividend of DoubleClick Inc.'s common stock to BJK&E.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Shares, in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated thereintherein or contemplated thereby, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated thereintherein or in any amendment or supplement thereto, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earningsresults of operation, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT"), (B) there have has been no transactions transaction entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are is material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 enterpriseCompany, 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 its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with the current dividend policy and past practice of the Company, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the Prospectus and the ProspectusTime of Sale Information, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, ; and (C) there has been no dividend material change in the short-term debt or distribution long-term debt of any kind declared, paid or made by the Company on any class of and its capital stockconsolidated subsidiaries.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (Aa) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (Bb) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (Cc) there has been except for dividends on the Company's preferred stock that may be outstanding from time to time, in amounts per share that are consistent with the applicable charter document or supplement thereto, respectively, no dividend or distribution of any kind has been declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 subsidiary considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT"), (B) there have been no transactions entered into by the Company or its Subsidiariessubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiary 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 either of the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as disclosed in or contemplated by the Registration Statement, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its respective capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 the 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 its any of the Subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its the 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the Registration Statement, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus (in each case as supplemented or amended), except as otherwise stated thereintherein or contemplated thereby, (Aa) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bb) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (Cc) except for regular quarterly dividends on the Common Stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, financial earnings, management or otherwisebusiness affairs, or any development involving a prospective material adverse change in the financial condition, earnings, business affairs management or business prospects affairs, of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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, except for dividends paid by the Company in the ordinary course of business consistent with past practice.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and General Disclosure Package or the Prospectus, except as otherwise stated thereinFinal Offering Memorandum, (A) there has been no material adverse change in change, or any development involving a prospective material adverse change, to the financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement Statements and the Final Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT"), (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) Except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Remarketing Prospectus, except as otherwise stated therein, (Ai) there has been or will have been no material adverse change change, or any development which is reasonably likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterpriseenterprise (any such change or development, whether or not arising in the ordinary course of business (a “Material Adverse Effect”"MATERIAL ADVERSE CHANGE"), (Bii) there have been or will have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (Ciii) there has been or will have been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, ; (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries or their properties, considered as one enterpriseenterprise (a “Material Adverse Effect”), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) other than those arising in the ordinary course of business, there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 enterprise (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 stockshares.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs operations or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, business affairs or management, or in the earningsbusiness prospects, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries 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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus, except as otherwise stated therein, : (Ai) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs results of operations or business prospects of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business business; (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered subsidiaries, taken as one enterprise, a whole; and (Ciii) except for dividends on the Company’s common stock as described in the Registration Statement in the amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the ProspectusProspectuses, except as otherwise stated therein, (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 the 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 its any of the Subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its the 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.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and or the Prospectus, except as otherwise stated therein, (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.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries 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 stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, 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.