Common use of No Downgrading Clause in Contracts

No Downgrading. At the Closing Date or the Additional Closing Date, as the case may be, there shall not have occurred, since the date hereof, any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the 1934 Act.