Since ​, there shall have been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Change. Since ​, there has been no change in the business, condition (financial or otherwise), operations, performance or Properties of the Company and its Subsidiaries, as reflected in the audited annual consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended on such date described in [Section 6.4], which has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Change. A Material Adverse Change occurs;

Material Adverse Change. A material adverse change occurs, or is reasonably likely to occur, in ​’s (or any guarantor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

No Adverse Change. There have been no material adverse changes to the financial condition, results of operations, business or prospects of the Company.

Material Adverse Change. There shall have been no Material Adverse Change. The income and expenses of each Property, the occupancy thereof, and all other features of the transaction shall be as represented to the Agent without material adverse change. Neither the Borrowers nor any of their constituent Persons shall be the subject of any bankruptcy, reorganization, or insolvency proceeding.

No Material Adverse Change. Since ​, there has not been any Material Adverse Effect.

No Material Adverse Change. All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by any Loan Party to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since ​, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Change with respect to the Loan Parties and their Subsidiaries.

No Material Adverse Change. None of the following shall have occurred and be continuing:

Required Approvals. All terminations or expirations of waiting periods imposed (and any extension thereof) by any Governmental Authority under the Competition Laws shall have expired or been terminated and all required Permits under the Competition Laws shall have been made and obtained.

Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

Governmental Approvals. Except as set forth in [Section 3.2], neither the execution and delivery by GPC of this Agreement nor the performance by GPC and Owners of their obligations hereunder will require any Governmental Approval, except where the failure to obtain such Governmental Approval would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform their obligations under this Agreement.

Governmental Approvals. Each Borrower and its Domestic Subsidiaries has, are in compliance with, and are in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and their Domestic Subsidiaries have complied with all Applicable Laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

The implementation of the Plan and the issuance of any shares of common stock under the Stock Issuance Program shall be subject to the Corporation's obtaining all approvals and permits required by regulatory authorities having jurisdiction over the Plan, and the shares of common stock issued pursuant to it.

Governmental Approvals. Any Governmental Approval shall have been # revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or # subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in [clause (a) above], and such decision or such revocation, rescission, suspension, modification or non-renewal # cause, or could reasonably be expected to cause, a Material Adverse Change, or # adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

Governmental Approvals. Other than the filing of the Bank Merger Agreement, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity in connection with the Merger and the consummation of the other transactions contemplated by this Agreement, shall have been filed, been obtained or occurred on terms and conditions that would not reasonably be likely to have a Bank Material Adverse Effect or a ​ Material Adverse Effect.

Governmental Approvals. The permits, approvals and consents of all Governmental Entities described in [Schedule 4.4] that are required for the execution, delivery or performance of this Agreement by ​.

Necessary Approvals. All foreign, federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by this Agreement and the Warrant and necessary for the execution, delivery and performance of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all foreign, federal, state and local courts or governmental agencies and all foreign, federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the 1933 Act, the 1934 Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Trading Market, or otherwise required by the Commission, the Trading Market or any state or foreign securities regulators.

Consents and Approvals. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement.