Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
Appears in 25 contracts
Samples: Agreement and Plan of Merger (Inrad Optics, Inc.), Agreement and Plan of Merger (Karuna Therapeutics, Inc.), Agreement and Plan of Merger (Arconic Corp)
Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 25 contracts
Samples: Agreement and Plan of Merger (Drilling Tools International Corp), Agreement and Plan of Merger (Superior Drilling Products, Inc.), Agreement and Plan of Merger (Textainer Group Holdings LTD)
Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Model N, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.)
Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 19 contracts
Samples: Agreement and Plan of Merger (ChampionX Corp), Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (Emerson Electric Co)
Tax Matters. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 16 contracts
Samples: Agreement and Plan of Merger (M.D.C. Holdings, Inc.), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.)
Tax Matters. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Icosavax, Inc.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Univar Solutions Inc.), Agreement and Plan of Merger (Waddell & Reed Financial Inc), Management and Advisory Agreement (Gannett Co., Inc.)
Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.), Transaction Agreement (Riverview Acquisition Corp.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.), Agreement and Plan of Merger (Heska Corp), Agreement and Plan of Merger
Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Metromile, Inc.), Agreement and Plan of Merger (Lemonade, Inc.), Agreement and Plan of Merger (Legg Mason, Inc.)
Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Texas New Mexico Power Co), Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger
Tax Matters. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.), Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.)
Tax Matters. Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect:
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), Agreement and Plan of Merger (Connecture Inc), Agreement and Plan of Reorganization (TerraForm Power, Inc.)
Tax Matters. Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trecora Resources), Agreement and Plan of Merger (New Home Co Inc.), Agreement and Plan of Merger (William Lyon Homes)
Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Equitrans Midstream Corp), Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (APA Corp)
Tax Matters. Except as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quality Care Properties, Inc.), Agreement and Plan of Merger (Welltower Inc.), Agreement and Plan of Merger (Sunrise Senior Living Inc)
Tax Matters. Except as would not reasonably be expected to havedoes not, individually or in the aggregate, constitute a Company Material Adverse Effect:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
Tax Matters. (a) Except as would not reasonably be expected to havefor such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Columbus McKinnon Corp), Agreement and Plan of Merger (Gannett Co., Inc.)
Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (EarthLink Holdings Corp.), Agreement and Plan of Merger (Windstream Holdings, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Tax Matters. Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:,
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brocade Communications Systems Inc), Agreement and Plan of Merger (Priceline Group Inc.), Agreement and Plan of Merger (Avago Technologies LTD)
Tax Matters. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Frutarom LTD), Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (NeuroDerm Ltd.)
Tax Matters. Except as to any items that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Consolidated Edison Co of New York Inc), Agreement and Plan of Merger (Orange & Rockland Utilities Inc), Agreement and Plan of Merger (Consolidated Edison Inc)
Tax Matters. Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (ITC Holdings Corp.), Agreement and Plan of Merger
Tax Matters. Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Univar Nv), Stock Purchase Agreement (CD&R Univar Holdings, L.P.), Stock Purchase Agreement (Univar Inc.)
Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tapestry, Inc.), Agreement and Plan of Merger (Capri Holdings LTD)
Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
Tax Matters. (a) Except as for those matters that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GrubHub Inc.), Agreement and Plan of Merger
Tax Matters. Except as for such matters that would not reasonably be expected to havenot, either individually or in the aggregate, be reasonably likely to cause a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Holdings Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.), Agreement and Plan of Merger (Amsurg Corp)
Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, aggregate to have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)
Tax Matters. (a) Except as as, individually or in the aggregate, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tidewater Inc), Agreement and Plan of Merger (Gulfmark Offshore Inc)
Tax Matters. (a) Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.), Agreement and Plan of Merger (Metromedia International Group Inc)
Tax Matters. Except as for any such matter that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enbridge Energy Management L L C), Agreement and Plan of Merger (Enbridge Inc)
Tax Matters. Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect:
Appears in 2 contracts
Samples: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Tax Matters. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Acco Brands Corp)
Tax Matters. Except as for any such matter that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
Tax Matters. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirius International Insurance Group, Ltd.), Agreement and Plan of Merger (Third Point Reinsurance Ltd.)
Tax Matters. (a) Except as would has not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Tax Matters. Except for such instances as would not reasonably be expected to havenot, ----------- individually or in the aggregate, be considered reasonably likely to result in a Company Material Adverse Effect:
Appears in 1 contract
Samples: Stock Purchase Agreement (C-Bridge Internet Solutions Inc)
Tax Matters. Except as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Material Adverse EffectEffect on the Company:
Appears in 1 contract
Tax Matters. (a) Except as is not and as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Samples: Business Combination Agreement (M3-Brigade Acquisition III Corp.)
Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:, (i) the Company and each of its
Appears in 1 contract
Tax Matters. Except as for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Tax Matters. Except as would not reasonably be expected to havefor such matters as, individually or in the aggregate, would not constitute a Company Material Adverse Effect:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
Tax Matters. Except as would for matters not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Image Entertainment Inc)
Tax Matters. Except as to matters that would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect:
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cryptosign, Inc.)
Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or as otherwise set forth in the Company Disclosure Letter:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alkuri Global Acquisition Corp.)
Tax Matters. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Tax Matters. Except as would not reasonably be expected to haveas, individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse Effect:
Appears in 1 contract
Samples: Securities Purchase Agreement (Rockwell Automation Inc)
Tax Matters. (a) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
Appears in 1 contract
Tax Matters. Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect, or as set forth in Section 2.19 of the Seller Disclosure Letter:
Appears in 1 contract
Samples: Purchase Agreement (Ml Life Insurance Co of New York)
