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, the 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 (as defined below) 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, the 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 affairs, financial prospects or business prospects of the Company and its Subsidiaries (as defined below) 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) except for regular monthly distributions 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, the General Disclosure Package and or the Final 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 results of operations or general affairs or business prospects of the Company and its Subsidiaries (subsidiaries taken as defined below) considered as one enterprisea whole, 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 Subsidiaries, subsidiaries 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, 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 stocka whole.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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 General Disclosure Package 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 respective capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, Prospectus (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and Statement or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the business, management, financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its the Subsidiaries (as defined below) 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development 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 (as defined below) 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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 (“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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the business, management, financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its the Subsidiaries (as defined below) 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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 Except as otherwise stated in the General Disclosure Package or Prospectus, since the respective dates as of which information is given in the Registration Statement, the 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, earnings or business affairs or business prospects of the Company and its the Subsidiaries (as defined below) 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 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, 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or development involving a prospective 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 (as defined below) 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, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no change which has had or is reasonably likely to have a material adverse change in effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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 or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective 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 the Subsidiaries (as defined below) 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 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, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series 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, Statement or the General Disclosure Package and the Prospectus, except as otherwise stated Prospectus (including any document deemed incorporated by reference 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 (as defined below) 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, the General Disclosure Package Statement and 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 (as defined below) subsidiaries, considered as one enterpriseentity, 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 and its Subsidiariessubsidiaries, considered as one entity, other than those in the ordinary course of business, which are material with respect material, individually or in the aggregate, to the Company and its Subsidiaries considered as one enterprise, subsidiaries; and (Ciii) there has been no dividend or distribution of any kind declared, paid or made by the Company or its subsidiaries 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, the General Disclosure Package 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 (as defined below) Senseonics, considered as one enterpriseentity, 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 Subsidiariesand Senseonics, considered as one entity, other than those in the ordinary course of business, which are material with respect material, individually or in the aggregate, to the Company and its Subsidiaries considered as one enterpriseSenseonics, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company or Senseonics 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, the General Disclosure Package 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 (as defined below) 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) since June 28, 1995 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, the General Disclosure Package 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 or, to the best knowledge of the Company, business prospects of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package 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 earningsresults of operations, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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 quarterly dividends on the Common Shares, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshares of beneficial interest.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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, Subsidiaries (other than those in the ordinary course of business, business and which are not, individually or in the aggregate, material with respect to the Company and or its Subsidiaries considered as one enterpriseSubsidiaries, 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, the General Disclosure Package and or the Final 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 results of operations or general affairs or business prospects of the Company and its Subsidiaries (as defined below) considered 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 Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and Statement or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the business, management, financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its the Subsidiaries (as defined below) 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.. 00000000.0.XXXXXXXX

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the 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 (as defined below) 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 common stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, Statement or the General Disclosure Package and or the Final 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 results of operations or general affairs or business prospects of the Company and its Subsidiaries (subsidiaries taken as defined below) considered 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 (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered 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, the General Disclosure Package 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 results of operations or general affairs or business prospects of the Company and its Subsidiaries (subsidiaries taken as defined below) considered 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 (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered 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, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving a prospective 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 (as defined below) 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) except as disclosed in the General Disclosure Package 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 stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 affairs, business prospects or properties of the Company and its Subsidiaries (as defined below) 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 businessbusiness or other than as disclosed in the Prospectus, 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving a prospective 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 (as defined below) 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, the General Disclosure Package Statement and the ProspectusProspectuses, except as otherwise stated therein, (A) there has been no material adverse change change, or development involving a prospective material adverse change, in the financial condition, financial properties, assets, results of operation, stockholders' equity or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package Statement and the ProspectusProspectuses, except as otherwise stated therein, (A) there has been no material adverse change or any development reasonably likely to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no change that could reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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, the General Prospectus or the Disclosure Package and the ProspectusPackage, 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 (as defined below) 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, the General Disclosure Package 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 the Group Entities (as defined below) 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 Subsidiariesany of the Group Entities (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the Group Entities (as defined below) 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, the General Disclosure Package 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 affairs, assets or business prospects of the Company and its Subsidiaries the Subsidiary (as defined below) 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 Subsidiariesthe Subsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the 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, the General Disclosure Package and or the Prospectus, except as otherwise stated thereindisclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (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 (subsidiaries taken as defined below) considered 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or development involving a prospective 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 (as defined below) 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, financial earnings or otherwisebusiness affairs, or any development involving a prospective material adverse change in the earningsfinancial condition, business affairs earnings or business prospects affairs, of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package and the Prospectus, except as otherwise stated thereintherein or incorporated by reference, (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 (as defined below) 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, the General Disclosure Package 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 (as defined below) 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, the General Disclosure Package 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 to the best knowledge of the Company business prospects of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package 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 Controlled Entities (as defined below) 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 SubsidiariesControlled Entities, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Controlled Entities 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 or incorporated by reference in the Registration Statement, the General Disclosure Package Prospectus and the ProspectusProspectus Supplement, 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 (as defined below) 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, the General Disclosure Package 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 (as defined below) 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 (as defined below), 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 StatementU.S. Prospectus, the General Disclosure Package Canadian Prospectus and the ProspectusSupplementary Material, 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 (as defined below) 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, subsidiaries 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, the General Disclosure Package and 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 (as defined below) subsidiary, considered as one enterpriseentity, 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 and its Subsidiariessubsidiary, considered as one entity, other than those in the ordinary course of business, which are material with respect material, individually or in the aggregate, to the Company and its Subsidiaries considered as one enterprise, subsidiary; and (Ciii) there has been no dividend or distribution of any kind declared, paid or made by the Company or its 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, the General Disclosure Package 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 affairs, properties, assets or business prospects of the Company and its Subsidiaries (as defined below) 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) 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 Subsidiary (as defined below) 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 Subsidiariesthe Subsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the 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 stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Final Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective 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 the Subsidiaries (as defined below) 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 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, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series 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, the General Disclosure Package 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 ABG Parties and its Subsidiaries (as defined below) their 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 ABG Parties or its Subsidiariesany of their subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company ABG Parties and its Subsidiaries their subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company any ABG Party 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, the General Disclosure Package 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 (as defined below) 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 other than the Concurrent Equity Offering, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the General Disclosure Package 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, the General Disclosure Package 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, taken as defined below) considered 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 its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or development involving a prospective material adverse change, in the financial condition, financial results of operation or otherwise, or in the earnings, business affairs or business prospects stockholders' equity of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package and or 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 results of operations or general affairs or business prospects of the Company and its Subsidiaries (subsidiaries taken as defined below) considered 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 (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered 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, the General Disclosure Package 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 (as defined below) 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, 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.or

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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) since [June 28,] 1995 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, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no change that has had or is reasonably likely to have a material adverse change in effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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 or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the 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 (as defined below) 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, the General Disclosure Package 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, earnings or business affairs or business prospects of the Company and its Subsidiaries Fund (as defined below) considered as one enterpriseother than changes resulting from changes in the securities markets generally), whether or not arising in the ordinary course of business (a “Fund Material Adverse Effect”), (B) there have been no transactions entered into by the Company or its Subsidiaries, Fund which are material with respect to the Fund other than those in the ordinary course of business, which are material with respect to its business as described in the Company and its Subsidiaries considered as one enterpriseProspectus, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company Fund on any class of its capital stockthe shares, other than ordinary and customary dividends.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development which may reasonably be expected to result in a 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 (as defined below) 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 dividends on its 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change (or event which is reasonably likely to result in a prospective 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 (as defined below) 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 disclosed in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and 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 (as defined below) subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse EffectChange”), ; (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 in the Registration Statement, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in effect on the condition, condition (financial or otherwise), or in the prospects, earnings, business affairs or business prospects properties of the Company and its Subsidiaries (subsidiaries, taken as defined below) considered as one enterprisea whole, whether or not arising from transactions 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, the General Disclosure Package 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 (as defined below) 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 (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries (as defined below) 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, the 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 affairs, business prospects or properties of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package 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 affairs, assets or business prospects of the Company and its Subsidiaries (as defined below) ), 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 Subsidiariesany Subsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered the 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, the General Disclosure Package 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 (as defined below) 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 either 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 stockshares of beneficial interest.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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, surplus, capital, policy reserves, business affairs or business prospects of the Company and its the Subsidiaries (as defined below) 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, the General Disclosure Package 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, assets, business affairs or business prospects of the Company and its Subsidiaries (as defined below) ), 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 casualty, loss or distribution of any kind declared, paid condemnation or made by the Company on any class of its capital stock.other adverse event with respect to any

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (Ai) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) ABC 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 its SubsidiariesABC, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries ABC 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 in the Registration Statement, the General Disclosure Package Preliminary Offering Memorandum 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 (as defined below) 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 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, the General Disclosure Package and or the Prospectus, except as otherwise stated or contemplated 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 (as defined below) subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have has not been no transactions entered into by any change in the capital stock or long-term debt of the Company or its Subsidiaries, other than those in the ordinary course any of business, which are material with respect to the Company and its Subsidiaries considered (as one enterprise, defined below) 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, the General Disclosure Package 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 (as defined below) 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, the General Disclosure Package 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 (as defined below) 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 considered as one enterpriseCompany, and (C) except as otherwise described in the General Disclosure Package and the Prospectus or in connection with the repurchase of shares upon termination of service pursuant to agreements or plans 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 the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 (as defined below) 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 other than the Concurrent Convertible Notes Offering, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) except as described in the General Disclosure Package 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or a development known to the Company involving a prospective 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 (as defined below) 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 SubsidiariesAmgen-Regeneron Partners, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Amgen-- Regeneron Partners 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, the General Disclosure Package and the ProspectusOffering Memorandum, 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 results of operations of the Company and its Subsidiaries (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) except for the proposed acquisition of the Bank by the Company, 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 (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 in the Registration Statement, the General Disclosure Package 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 the Subsidiaries (as defined below) 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 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, 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, the General Disclosure Package 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 (as defined below) subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”), ") and (B) except as disclosed in the Prospectus, there have been no transactions entered into by either 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 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, the General Disclosure Package 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 (as defined below) 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 (i) 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated thereintherein (including the Incorporated Documents), (A) there has been no material adverse change or prospective material adverse change in the conditionbusiness, management, financial position, stockholders equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries (as defined below) 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 the respective dates as of which information is given in the Registration Statement, the 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 (as defined below) 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 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, the General Disclosure Package 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 (as defined below) 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 into, or liabilities or obligations incurred, 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, the General Disclosure Package 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 to the best knowledge of the Company business prospects of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package 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 business, operations or business prospects of the Company and its Subsidiaries (as defined below) considered as one enterprisesubsidiaries, in each case whether or not arising in the ordinary course of business business, considered as one entity (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 enterprisesubsidiaries, 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 Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package 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 affairs, or business prospects of the Company and its Subsidiaries the Subsidiary (as defined below) considered 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 its Subsidiariesthe Subsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the Subsidiary considered 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, the General Disclosure Package 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 (as defined below) 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 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 the respective dates as -------------------------------------- of which information is given in the Registration Statement, the General Disclosure Package Prospectus and the German Listing Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries (as defined below) 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, the General Disclosure Package and Package, or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects management of the Company and its Subsidiaries (as defined below) 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, the 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 (as defined below) 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) except for dividends on the Company’s Series B Cumulative Perpetual Preferred 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, the General Disclosure Package 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 (as defined below) 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) since June 28, 1995 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 date of which information is given the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the 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 (as defined below) 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective 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 (as defined below) 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, the General Disclosure Package Statement and the Prospectus, except as otherwise stated therein or expressly contemplated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects any development involving a prospective material adverse change of the Company and its Subsidiaries (as defined below) 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 date of which information is given the most recent financial statements of the Company included in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, except as otherwise stated thereindisclosed in the Pricing Disclosure Package or the Prospectus, (Ai) 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 (as defined below) 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 in the Registration Statement, the General Disclosure Package 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 (as defined below) subsidiaries considered as one enterprise, including Savant, 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 or as described in the Prospectus, 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, the General Disclosure Package and or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development reasonably expected to result in a 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 (as defined below) 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 the dividend paid on February 22, 2013, 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, the General Disclosure Package 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 affairs, business prospects, management, assets or business prospects properties of the Company and its Subsidiaries (as defined below) the Operating Partnership 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 Subsidiariesthe Operating Partnership, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries the Operating Partnership 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 of beneficial interest.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus, except as otherwise stated or contemplated 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 (as defined below) 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 Except as otherwise stated therein, since the respective dates as of which information is given set forth or incorporated by reference in the Registration Statement, the General Disclosure Package 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 (as defined below) 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.