No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and Prospectus, there has not been # any Material Adverse Effect, or any development that would result in a Material Adverse Effect, # any transaction which is material to the Company and the Subsidiaries taken as a whole, # any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as a whole, # any material change in the capital stock (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, # any repurchases of capital stock of the Company, # as described in a proxy statement filed on [Schedule 14A] or a Registration Statement on Form S-4, or # otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or # any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).

No Material Adverse Effect. For the period from and after the date of this Agreement and prior to and as of the Initial Closing Date, there shall not have occurred any Material Adverse Effect.

No Material Adverse Effect. All historical financial statements relating to Parent, the Loan Parties and their Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with Applicable Accounting Principles (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, Parent's, the Loan Parties' and their Subsidiaries' consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 31, 2011, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to Parent, the Loan Parties and their Subsidiaries.

No Material Adverse Effect. Since the end of the Company’s fiscal year ended December 31, 2019, there has been no Material Adverse Effect on the Company.

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect or any event or circumstance that could reasonably be expected to result in a Material Adverse Effect and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrowers to the foregoing effect.

No Material Adverse Effect. Since December 31, 2015, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.

No BRPA Material Adverse Effect. No BRPA Material Adverse Effect shall have occurred since the date of this Agreement.

No Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date of this Agreement.

No Event of Default or Unmatured Event of Default has occurred and is continuing or would result from any proposed Loan or Letter of Credit.

Target Material Adverse Effect. Since the Acquisition Signing Date, there shall not have occurred or be continuing a Target Material Adverse Effect.