No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 17 contracts
Sources: Investment Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchanges or events that, fact individually or circumstance, that has had or in the aggregate would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.
Appears in 13 contracts
Sources: Stock Purchase Agreement (Trinity Place Holdings Inc.), Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Addentax Group Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 10 contracts
Sources: Merger Agreement (Conmed Corp), Agreement and Plan of Merger (Hanmi Financial Corp), Merger Agreement (Hanmi Financial Corp)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any event, fact circumstance or circumstance, development that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Peoples.
Appears in 8 contracts
Sources: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect which has not been cured, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 8 contracts
Sources: Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact nor shall any event or circumstance, that has had or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
Appears in 8 contracts
Sources: Convertible Security Agreement (iCoreConnect Inc.), Loan and Security Agreement (iCoreConnect Inc.), Share Purchase Agreement
No Material Adverse Effect. Since No fact, event, condition or circumstance has occurred or arisen since the date of this AgreementAgreement that, there shall not have occurred individually or in combination with any eventother facts, fact events, conditions or circumstancecircumstances, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Sources: Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 7 contracts
Sources: Merger Agreement (OMNICELL, Inc), Stock Purchase Agreement (Silicon Graphics International Corp), Merger Agreement (Oclaro, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstance or circumstance, development that has had or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 6 contracts
Sources: Merger Agreement (Acorn International, Inc.), Asset and Securities Purchase Agreement (Remark Media, Inc.), Asset and Securities Purchase Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall not have Agreement nothing has occurred any event, fact which has or circumstance, that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 6 contracts
Sources: Loan Agreement (Telecom Argentina Sa), Loan Agreement (Canuelas Mill S.A.C.I.F.I.A.), Loan Agreement (Canuelas Mill S.A.C.I.F.I.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any event, fact or circumstance, that Occurrence which has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 6 contracts
Sources: Stock Purchase Agreement (EnerSys), Share Purchase Agreement (Revelyst, Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have no event or circumstance has occurred any eventthat, fact individually or circumstancein the aggregate, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Fly Leasing LTD), Securities Purchase Agreement (Fly Leasing LTD), Securities Purchase Agreement (Summit Aviation Partners LLC)
No Material Adverse Effect. Since There shall not have been any event or condition since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to haveAgreement which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 5 contracts
Sources: Membership Interest Purchase Agreement (MVP REIT II, Inc.), Membership Interest Purchase Agreement (MVP REIT, Inc.), Purchase Agreement (MVP REIT, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact or change, circumstance, development event or occurrence that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 5 contracts
Sources: Merger Agreement (New Fortress Energy Inc.), Merger Agreement (New Fortress Energy Inc.), Merger Agreement (Golar LNG LTD)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchange, fact event or circumstance, that has had or would reasonably be expected to havedevelopment that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 5 contracts
Sources: Share Purchase Agreement (Foundation Building Materials, Inc.), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Lin Television Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any change, event, fact occurrence, condition, development or circumstanceeffect that, that taken together with all other changes, events, occurrences, conditions, developments and effects, has had had, or would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 5 contracts
Sources: Interest Purchase Agreement (Red Rock Resorts, Inc.), Interest Purchase Agreement, Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact or circumstance, development or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Sources: Merger Agreement (Ocwen Financial Corp), Merger Agreement (Ocwen Financial Corp), Merger Agreement (PHH Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact been no event or circumstance, circumstance or series of related events or circumstances that has had have caused or would could reasonably be expected to have, individually or in the aggregate, cause a Material Adverse EffectEffect on the Business.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Viewcast Com Inc), Asset Purchase Agreement (Viewcast Com Inc), Asset Purchase Agreement (Viewcast Com Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no event, fact or circumstancecircumstance shall have occurred or exist that would constitute, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Sources: Contribution and Exchange Agreement (Icahn Enterprises Holdings L.P.), Contribution and Exchange Agreement (Icahn Enterprises L.P.), Contribution and Exchange Agreement (Icahn Enterprises L.P.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have Agreement nothing has occurred any event, fact which has or circumstance, that has had or would can reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 4 contracts
Sources: Loan Agreement (Logistic Properties of the Americas), Loan Agreement (Chindex International Inc), Loan Agreement (Grupo Financiero Galicia Sa)
No Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any circumstance, there shall not have occurred any development, change, event, fact effect or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Sources: Merger Agreement (Frank's International N.V.), Merger Agreement (Numerex Corp /Pa/), Merger Agreement (Sierra Wireless Inc)
No Material Adverse Effect. Since There shall not have occurred after the date of this AgreementAgreement any Event that, there shall not have occurred any eventindividually or in the aggregate, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Sources: Equity Commitment Agreement (Goldman Sachs Group Inc), Equity Commitment Agreement (Ubs Ag), Equity Commitment Agreement (Citadel Securities LLC)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred a Material Adverse Effect or any eventchange, fact development or circumstance, that has had or would reasonably be expected to haveeffect which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Agreement and Plan of Merger, Merger Agreement (Bone Biologics, Corp.), Agreement and Plan of Merger (Affymetrix Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or would circumstances, could reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Silicom Ltd.), Share Purchase Agreement (Silicom Ltd.), Share Purchase Agreement (Rackable Systems, Inc.)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any event, fact development, set of facts or circumstancecircumstances that would, that has had or would reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
No Material Adverse Effect. Since the date of this Agreement, there no event, development, change, circumstance or condition shall not have occurred any event, fact or circumstance, exist prior to the Effective Time that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp), Merger Agreement (Adams Golf Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstance or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Computer Associates International Inc), Merger Agreement (Concord Communications Inc), Merger Agreement (Netegrity Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventevent or circumstance that shall have caused, fact or circumstance, that has had or would be reasonably be expected likely to have, individually or in the aggregatecause, a Material Adverse EffectEffect with respect to the Company.
Appears in 3 contracts
Sources: Merger Agreement (Schulman Robert I), Merger Agreement (Massachusetts Mutual Life Insurance Co), Merger Agreement (Tremont Advisers Inc)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Exor S.p.A.), Merger Agreement (Partnerre LTD), Agreement and Plan of Merger (Exor S.p.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have been, or occurred any event, fact or circumstance, that has had or would event which could reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse Effect.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Republic Industries Inc), Agreement and Plan of Reorganization (Guy Salmon Usa LTD), Agreement and Plan of Reorganization (Republic Industries Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, change, development, circumstance, fact or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has resulted in or is reasonably expected to result in a Material Adverse EffectEffect that is continuing.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Cards Acquisition Inc.), Agreement and Plan of Merger (Collectors Universe Inc), Merger Agreement (Collectors Universe Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect or any fact, event, fact change, development or circumstanceeffect that, that individually or when taken together with all other facts, events, changes, developments or effects, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, change, development, circumstance, fact or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (United Rentals, Inc.), Merger Agreement (Biotelemetry, Inc.), Merger Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact change, condition, state of fact, development, occurrence or circumstance, that has had or would reasonably be expected to haveevent that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred or been discovered any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Banta Corp), Merger Agreement (Banta Corp), Merger Agreement (RR Donnelley & Sons Co)
No Material Adverse Effect. Since the date of this Agreement, there shall have not have occurred been any eventevents, fact occurrences, developments or circumstancechanges that individually, that has had or would reasonably be expected to have, individually or in the aggregate, constitute or could reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Infospace Inc), Merger Agreement (H&r Block Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventbeen no occurrences that, fact individually or circumstancein the aggregate, that has have had and continue to have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.; and
Appears in 3 contracts
Sources: Merger Agreement (Zayo Group LLC), Merger Agreement (Zayo Group LLC), Merger Agreement (Abovenet Inc)
No Material Adverse Effect. Since the date of this Agreement, there no event or change shall not have occurred any event, fact or circumstance, that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Molina Healthcare Inc), Membership Interest Purchase Agreement (Providence Service Corp), Merger Agreement (Amn Healthcare Services Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any been no event, fact occurrence or circumstancecircumstance which has had, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect (as defined in Section 5.01 below).
Appears in 3 contracts
Sources: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (Idt Corp), Merger Agreement (Liberty Media Corp /De/)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any event, fact change, circumstance or circumstanceeffect which, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Parent.
Appears in 3 contracts
Sources: Merger Agreement (Energy Search Inc), Merger Agreement (Williams Companies Inc), Merger Agreement (Apco Argentina Inc/New)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, event, fact condition, fact, development or circumstancechange that, that individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.;
Appears in 3 contracts
Sources: Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Vespoint LLC), Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Midwest Holding Inc.), Securities Purchase Agreement (Midwest Holding Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to havebeen, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement, Stock Purchase Agreement and Agreement and Plan of Merger (PERRIGO Co PLC), Merger Agreement (Organogenesis Holdings Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact event or circumstance, that has had occurrence creating or would reasonably be expected likely to have, individually or in the aggregate, create a Material Adverse Effect.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Titan Energy Worldwide, Inc.), Stock Purchase Agreement (Tower Tech Holdings Inc.), Stock Purchase Agreement (Broadwind Energy, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact occurrence, fact, condition, change, development or circumstance, that has had or would reasonably be expected to haveeffect that, individually or in the aggregate, has had, or would reasonably be expected to result in, a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any eventMaterial Adverse Effect, fact and no event or circumstanceother Effect shall have occurred or circumstance or other Effect shall exist that, that has had in combination with any other events, circumstances or other Effects, would reasonably be expected to have, individually have or result in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (CarGurus, Inc.), Membership Interest Purchase Agreement (CarGurus, Inc.), Membership Interest Purchase Agreement (CarGurus, Inc.)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any event, fact circumstance or circumstance, development that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Limestone.
Appears in 3 contracts
Sources: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact Material Adverse Effect or circumstance, that has had any event or would reasonably be expected to havecircumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Ply Gem Industries Inc), Stock Purchase Agreement (Ply Gem Industries Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any event, fact change or circumstance, effect that has had or would reasonably be expected to havehad, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Contribution Agreement (Allogene Therapeutics, Inc.), Asset Contribution Agreement (Allogene Therapeutics, Inc.), Asset Contribution Agreement (Allogene Therapeutics, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any change, event, fact or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc), Asset Purchase Agreement (Graco Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact change or circumstance, effect that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (USD Partners LP), Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or occurrence, change, condition, circumstance, that development or effect that, individually or in the aggregate, has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchange, fact event or circumstancedevelopment or prospective change, that has had event or would reasonably be expected to havedevelopment that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventchanges, fact events or circumstancedevelopments that have had, that has had or would reasonably be expected to haveexpected, individually or in the aggregate, to have, a Material Adverse Effect.
Appears in 2 contracts
Sources: Share Subscription Agreement (Ma Kevin Xiaofeng), Share Subscription Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact and no event shall have occurred or circumstancecircumstance shall exist that, that has had in combination with any other events or circumstances, would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Fortress Investment Group LLC)
No Material Adverse Effect. Since the date of this Agreement, the Agreement there shall not have occurred been any eventeffect, fact change, event or circumstanceoccurrence that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Abbott Laboratories), Merger Agreement (Alere Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact Material Adverse Effect or circumstance, any event or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aon Corp), Stock Purchase Agreement (Ace LTD)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a an OIS Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Ophthalmic Imaging Systems), Merger Agreement (Ophthalmic Imaging Systems)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, development, state of facts, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.;
Appears in 2 contracts
Sources: Stock Purchase Agreement (Enovix Corp), Stock Purchase Agreement (Silvaco Group, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any fact, event, fact or circumstance, effect, development, occurrence or condition of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Master Agreement (Protective Life Corp), Master Agreement (Genworth Financial Inc)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred and be continuing any eventeffect, fact change, event or circumstanceoccurrence that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Fresenius SE & Co. KGaA), Merger Agreement (Akorn Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventevent or circumstance which has resulted, fact or circumstance, that has had or which would reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse EffectEffect with respect to the Company.
Appears in 2 contracts
Sources: Membership Interests Purchase Agreement (PNK Entertainment, Inc.), Membership Interests Purchase Agreement (Pinnacle Entertainment Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Validus Holdings LTD), Merger Agreement (Flagstone Reinsurance Holdings, S.A.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a MediVision Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Ophthalmic Imaging Systems), Merger Agreement (Ophthalmic Imaging Systems)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact Change or circumstance, Changes that has have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Transcanada Corp), Merger Agreement (Columbia Pipeline Group, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred any event, fact change, development, occurrence or circumstancecircumstance that, that individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (Intercontinental Hotels Group PLC /New/)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect, or any change, event, fact condition, state of facts or circumstance, development that has had or would reasonably be expected to havemay, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Investment and Securities Purchase Agreement (General Moly, Inc), Investment and Securities Purchase Agreement (General Moly, Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, change, development, circumstance, fact or circumstance, effect that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (AeroGrow International, Inc.), Merger Agreement (SMG Growing Media, Inc.)
No Material Adverse Effect. Since After the date of this Agreement, there shall not have occurred any change, effect, event, fact occurrence or circumstance, that has had or would reasonably be expected to havecircumstance that, individually or in the aggregate, has resulted in a Material Adverse EffectEffect that is continuing.
Appears in 2 contracts
Sources: Merger Agreement (Cyan Inc), Merger Agreement (Ciena Corp)
No Material Adverse Effect. Since From the date of this Agreement, there shall not have occurred any change, event, fact occurrence or circumstance, development that has had or would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Erp Operating LTD Partnership), Asset Purchase Agreement (Avalonbay Communities Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact or circumstance, Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Cogent Communications Holdings, Inc.), Membership Interest Purchase Agreement (T-Mobile US, Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Stride Rite Corp), Merger Agreement (Payless Shoesource Inc /De/)
No Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any event, fact or circumstance, that which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Able Laboratories Inc), Asset Purchase Agreement (Able Laboratories Inc)
No Material Adverse Effect. Since No event, change, development, effect, circumstance or occurrence shall have occurred, since the date of this Agreement, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Contribution Agreement (CPG International Inc.), Unit Purchase Agreement (CPG International Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventbeen no change, fact event or circumstance, development that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Caesars Acquisition Co)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred any event, fact event or circumstance, that has had or would reasonably be expected to haveseries of events of any character that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact condition or circumstance, circumstance that has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Ants Software Inc), Purchase Agreement (Ants Software Inc)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any been no change, event, fact occurrence or circumstance, circumstance that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Unit Purchase Agreement, Unit Purchase Agreement (Malibu Boats, Inc.)
No Material Adverse Effect. Since No event shall have occurred since the date of this Agreement, there shall not have occurred any event, fact or circumstance, Agreement that has had or would reasonably be expected to have, individually or in the aggregate, aggregate has had a Material Adverse Effect.
Appears in 2 contracts
Sources: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred been any event, fact or circumstance, that has had change or would reasonably be expected to haveeffect that, individually or in the aggregate, has had a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Integra Lifesciences Holdings Corp), Purchase Agreement (Covidien Ltd.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, fact change or circumstance, development that has had had, or would is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Interests Purchase Agreement (Tegna Inc), Interests Purchase Agreement (McClatchy Co)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred been any event, fact or circumstance, that change or effect that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Spectranetics Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect or any state of facts, change, development, event, fact effect, condition, occurrence, action or circumstance, omission that has had or would is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
No Material Adverse Effect. Since There shall not have occurred after the date of this Agreement, there shall not have occurred Agreement any event, fact change, effect or circumstance, development that has had or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (ChromaDex Corp.)
No Material Adverse Effect. Since the date of this Agreement, there shall have been no, and there shall not have occurred any be continuing any, change, development, discovery, event, fact fact, circumstance or circumstance, that has had or would reasonably be expected to haveother matter that, individually or in the aggregate, has had or would be reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement
No Material Adverse Effect. Since the date of this Agreement, there no Effect shall not have occurred any event, fact or circumstance, that has had or would is reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any no event, fact circumstance or circumstance, change has occurred that has had or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (MSP Recovery, Inc.), Credit Agreement (MSP Recovery, Inc.)
No Material Adverse Effect. Since the date of Except as contemplated by this Agreement, since June 30, 2003 through the date hereof, there shall has not have occurred been any eventchange, fact occurrence or circumstance, circumstance that has had had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Savvis Communications Corp), Asset Purchase Agreement (Cable & Wireless Public Limited Co)
No Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any eventor shall be reasonably expected to occur which has, fact or circumstance, that has had or would is reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.;
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Perkins Finance Corp), Merger Agreement (Perkins Restaurants Inc)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any effect, change, event, fact circumstance or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Investors Heritage Capital Corp), Merger Agreement (RealD Inc.)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, fact nor shall any event or circumstance, that has had or would reasonably be expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect.;
Appears in 2 contracts
Sources: Merger Agreement (Calavo Growers Inc), Merger Agreement (Calavo Growers Inc)
No Material Adverse Effect. Since the date of this AgreementAgreement Date, there shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to haveevent which, individually or in the aggregate, has caused a Material Adverse EffectEffect with respect to the Company.
Appears in 2 contracts
Sources: Merger Agreement (Cure Pharmaceutical Holding Corp.), Merger Agreement (Cure Pharmaceutical Holding Corp.)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred any event, fact event or circumstance, circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Citizens.
Appears in 2 contracts
Sources: Merger Agreement (Citizens Financial Services Inc), Merger Agreement (Citizens Financial Services Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, fact circumstances or circumstance, development that has had had, or would reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Leap Wireless International Inc), Merger Agreement (At&t Inc.)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred a Material Adverse Effect nor shall there exist any event, fact facts or circumstance, circumstances that has had or would could reasonably be expected to have, individually or in the aggregate, cause such a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)
No Material Adverse Effect. Since the date of this Agreement, there no event, circumstance, change or effect shall not have occurred any eventor exist which, fact individually or circumstancein the aggregate, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.;
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Trinseo S.A.)
No Material Adverse Effect. Since the date of this Agreement, Agreement there shall not have occurred been any eventeffect, fact change, event or circumstance, occurrence that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Nobel Learning Communities Inc), Merger Agreement (J Crew Group Inc)
No Material Adverse Effect. Since From the date of this AgreementAgreement to the Closing Date, there shall not have occurred any eventcondition, fact event or circumstance, that change or effect that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Iasis Healthcare Corp), Merger Agreement (Biltmore Surgery Center Holdings Inc)
No Material Adverse Effect. Since the date of this Agreement, there shall has not have occurred any event, fact or circumstance, Change that has had or would reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Unisys Corp), Asset Purchase Agreement (Science Applications International Corp)
No Material Adverse Effect. Since the date of this Agreement, there no event, change or development shall not have occurred any event, fact or circumstance, that has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Walter Investment Management Corp), Stock Purchase Agreement (Walter Investment Management Corp)
No Material Adverse Effect. Since the date of this Agreement, there no event shall not have occurred any eventor circumstance arisen that, fact individually or circumstancetaken together with all other facts, that circumstances or events, has had or would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (JMP Group LLC), Merger Agreement (JMP Group LLC)