Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Shareholders Agreement (Mobile Mini Inc), Shareholders Agreement (WillScot Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (INFOSONICS Corp), Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through the date of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Mergers (Time Warner Cable Inc.), Agreement and Plan of Mergers (Charter Communications, Inc. /Mo/), Agreement and Plan of Merger
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (Formfactor Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices, and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Dawson Geophysical Co), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through to the date of this Agreement, (ia) except in connection with the Transactions, the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (iib) there has not been any eventcircumstance, development, change, effectevent, development occurrence or occurrence effect that has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp), Agreement and Plan of Merger
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Share Purchase Agreement (China Lodging Group, LTD), Stock Purchase Agreement
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date hereof, except for the negotiation and entering into of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to havewhich would, individually or in the aggregate, be or result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.), Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Astex Pharmaceuticals, Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (i) the business of the Company and its the Company Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, occurred a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.), Agreement and Plan of Merger (McGrath Rentcorp), Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through the date of this Agreement, except for the negotiation, execution and delivery of the Transaction Agreements, (i) the business businesses of the Company and its Subsidiaries has have been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (ii) there has not been any event, change, effect, development or occurrence that has had or would 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 (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date hereof, except for the negotiation and entering into of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice and (ii) practice. Since the Company Balance Sheet Date through the date hereof, there has not been or occurred any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Xcerra Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted has, in all material respects respects, been conducted in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Palm Inc), Agreement and Plan of Merger (Hewlett Packard Co)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Omthera Pharmaceuticals, Inc.), Stock Purchase Agreement (Shanda Games LTD), Agreement and Plan of Merger (Union Drilling Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (China Yida Holding, Co.), Agreement and Plan of Merger (China Yida Holding, Co.), Agreement and Plan of Merger (Vimicro International CORP)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Foundation Medicine, Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STG Ugp, LLC), Agreement and Plan of Merger (MSC Software Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ia) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (iib) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, 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 (Xto Energy Inc), Agreement and Plan of Merger (Exxon Mobil Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jive Software, Inc.), Agreement and Plan of Merger (BigBand Networks, Inc.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development of a state of circumstances or occurrence facts that has had and continues to have or would 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 (Veeco Instruments Inc), Agreement and Plan of Merger (Ultratech Inc)
Absence of Certain Changes. (a) Since the date of the Audited Company Balance Sheet Date through the date of this Agreement, (ia) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice business, except as contemplated by this Agreement and (iib) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, occurred a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitamin Shoppe, Inc.), Agreement and Plan of Merger (Liberty Tax, Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company and the Subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.), Stock Purchase Agreement (GAIN Capital Holdings, Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Emerson Electric Co), Agreement and Plan of Merger (Avocent Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through Date, except (x) as set forth on Section 3.09(a) of the date of Disclosure Letter or (y) in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effect, development or occurrence Effect that has had or would reasonably be expected to have, individually or in the aggregateaggregate with all other Effects, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and each of its Subsidiaries has been conducted in all material respects its business only in the ordinary course of business consistent with past practice practices and (ii) there has not been any eventevent(s), changeoccurrence(s), effectchange(s), development development(s) or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.), Agreement and Plan of Merger (DG FastChannel, Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Foundation Medicine, Inc.), Agreement and Plan of Merger (Roche Holding LTD)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Ralcorp Holdings Inc /Mo), Agreement and Plan of Merger (Conagra Foods Inc /De/)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date Agreement Date, (i) except for the negotiation and entering into of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Silver Spring Networks Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (ii) there has not been any event, changeoccurrence, effectdevelopment, development change or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Avon Products Inc), Agreement and Plan of Mergers
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Longs Drug Stores Corp), Agreement and Plan of Merger (CVS Caremark Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through to the date of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, circumstance, change, effectoccurrence, development development, condition or occurrence effect that has had or would 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 (Pacific Biosciences of California, Inc.), Agreement and Plan of Merger (Illumina Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practice, except in connection with this Agreement and the transactions contemplated hereby, and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Sonic Financial Corp), Agreement and Plan of Merger (Speedway Motorsports Inc)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through the date of this Agreement, (i) except for the business negotiation, execution and delivery of the Transaction Agreements, the businesses of the Company and its Subsidiaries has have been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (ii) there has not been any event, change, effect, development or occurrence that has had or would 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 (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, circumstance, development, change, effect, development occurrence or occurrence effect that has had or would 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 (E Trade Financial Corp), Agreement and Plan of Merger (Morgan Stanley)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.), Agreement and Plan of Merger (Equinix Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, have individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.), Agreement and Plan of Merger (PricewaterhouseCoopers LLP)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date and through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (NPS Pharmaceuticals Inc), Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Prosensa Holding N.V.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and each of its Subsidiaries has been conducted carried on and operated its businesses in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any been, and no change, event, change, effect, development effect or occurrence has taken place that has had or would reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amr Corp), Stock Purchase Agreement (American Airlines Inc)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, changeoccurrence, effectdevelopment, development change or occurrence state of circumstances or facts that has had or would 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 (Smith & Nephew PLC), Agreement and Plan of Merger (Arthrocare Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through Date, except for those contemplated by the date of this AgreementTransaction Documents, (i) the business of the each Group Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Share Purchase and Subscription Agreement (ZTO Express (Cayman) Inc.), Share Purchase and Subscription Agreement (ZTO Express (Cayman) Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Applicable Date and through the date of this Agreement, (i) the Company has conducted its business of the Company and its Subsidiaries has been conducted in all material respects only in the ordinary course Ordinary Course of business consistent with past practice Business; and (ii) there has not been occurred any event, change, effectdevelopment, development circumstance or occurrence that has fact that, individually or taken together with any other events, changes, developments, circumstances, facts or effects, have had or would could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Absence of Certain Changes. (a) Since Other than in connection with the Company Balance Sheet transactions contemplated by this Agreement, since the Distribution Date through the date of this Agreement, (ia) the business of the Company and each of its Subsidiaries has been subsidiaries have conducted in all material respects the Company Business in the ordinary course of business consistent with past practice and (iib) there has not been any effect, event, change, effectoccurrence, development or occurrence change in such period that has had or would 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 (Shire PLC), Agreement and Plan of Merger (Baxalta Inc)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development of a state of circumstances or occurrence facts that has had and continues to have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue Coat Systems Inc), Agreement and Plan of Merger (Gerber Scientific Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ix) the business of the Company and its Subsidiaries Companies has been conducted in all material respects in the ordinary course of business consistent with past practice and practice, (iiy) prior to the Agreement Date, there has not been occurred any event, change, effect, development or occurrence change in the business of the Companies that has had or would reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect.Effect on the Companies and (z) none of the following has occurred nor has any Company or Cinergy agreed to do so:
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions specifically required by this Agreement to be taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practice, and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Industries LTD)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence a state of circumstances or facts that has had and continues to have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mentor Graphics Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through From the date of this Agreementthe Latest Balance Sheet to the date hereof, (i) except in connection with the Transactions, the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ia) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (iib) there has not been any event, changeoccurrence, development, effect, development change or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ia) the business of the Company and its Subsidiaries has been have conducted in all material respects their business in the ordinary course of business consistent with past practice and (iib) there has not been any event, change, effect, development or occurrence circumstance that has had had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through to the date of this Agreement, (i) there has not been any change, event, occurrence, fact, development, circumstance, condition or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect, and (ii) except in connection with the Transactions, the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
Absence of Certain Changes. (a) Since the date of the Company Balance Sheet Date through the date of hereof, except for actions expressly contemplated by this Agreement, (i) the business of the Company and its Significant Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement and Agreement and Plan of Merger (Palm Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ia) the business businesses of the Company and its the Company Subsidiaries has have been conducted in all material respects in the ordinary course of business consistent with past practice and (iib) there has not been any event, change, effect, development or occurrence Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
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Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Montage Technology Group LTD)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and business, (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.Effect and
Appears in 1 contract
Samples: Agreement and Plan of Merger (FTS International, Inc.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development of a state of circumstances or occurrence facts that has had and continues to have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
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Absence of Certain Changes. (a) Since the Company date of the Most Recent Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been Acquired Companies have conducted their businesses in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence Effect that has had or would reasonably be expected to have, individually or in the aggregateaggregate with all other Effects, a Company Material Adverse Effect.
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Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (i) except for the negotiation of this Agreement, the Support Agreements and the transactions contemplated hereby (including the matters leading up to the execution of this Agreement), the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in the ordinary course in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (AssetMark Financial Holdings, Inc.)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through the date of this Agreement, (i) the business of the Company and its Subsidiaries Subsidi- aries has been conducted in all material respects in the ordinary course of business consistent with past practice in all material respects and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of cir- cumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Mergers
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreementhereof, (i) except for actions taken or not taken in connection with the Transactions, the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice business, and (ii) there has not been or occurred any event, change, effect, development or occurrence Change that has had resulted in, or would 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 (Medidata Solutions, Inc.)
Absence of Certain Changes. (a) Since Other than with respect to the transactions contemplated by this Agreement, since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its the Company Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effect, development or occurrence that state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Xerium Technologies Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice and (ii) there practice. There has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof (i) except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries Subsidiary has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice course, and (ii) there has not been any event, change, effect, development or occurrence Change that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (ia) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (iib) there has not been any event, change, effect, development or occurrence that has had is or would reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect.. Section 3.10
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Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries Entities has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Virtus Investment Partners, Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through Date, except for this Agreement and the date of this AgreementTransactions, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices, and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (JIAYUAN.COM International LTD)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of Date, except for events giving rise to, or contemplated by, this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (ii) there has not been any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpractice.
Appears in 1 contract
Samples: Transaction Agreement (Bespoke Capital Acquisition Corp)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date hereof, except for the negotiation and entering into of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Cytec Industries Inc/De/)
Absence of Certain Changes. (ab) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices, and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this AgreementDate, (ia) the business of the Company and its Subsidiaries has been conducted in the ordinary course in all material respects in the ordinary course of business consistent with past practice and (iib) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Hutchinson Technology Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken as required in order to comply with this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice and (ii) practice. Since the Company Balance Sheet Date through the date hereof, there has not been or occurred any event, change, effect, development or occurrence that has had or would 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 (Omnivision Technologies Inc)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any eventfact, changecircumstance or development, effect, development or occurrence that has had or would reasonably be expected to havewhich, individually or in the aggregate, aggregate has had or is reasonably likely to have a Company Material Adverse Effect.. AGREEMENT AND PLAN OF MERGER
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
Absence of Certain Changes. (a) Since From the Company Balance Sheet Date through until the date of this Agreementhereof, (i) the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice practices and (ii) there has not been any event, change, effectoccurrence, development or occurrence state of circumstances or facts that has had or would 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 (Sears Hometown & Outlet Stores, Inc.)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred, and there does not exist, any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of this Agreement, (i) except for actions specifically taken in connection with the transactions contemplated by this Agreement, the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence Changes that has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date hereof, except for the negotiation and entering into of this Agreement and the Investment Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would 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 (Graftech International LTD)
Absence of Certain Changes. (a) Since the Company Balance Sheet Date through the date of hereof, except as expressly required by this Agreement, (i) the business of the Company and its Subsidiaries has been conducted conducted, in all material respects respects, in the ordinary course of business consistent with past practice practice, and (ii) there has not been or occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
