Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any:
i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock;
ii. amendment to the Organizational Documents of PRCO;
iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO;
iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO;
v. entry into any transaction other than in the Ordinary Course of Business;
vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction;
vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO;
viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000;
ix. material change in the accounting methods used by PRCO;
x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee;
xi. debt or other liability incurred, other than the PRCO Debentures; or
xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.
Absence of Certain Changes and Events. Except (a) with respect to the Excluded Assets and the Excluded Liabilities, or (b) as otherwise contemplated by this Agreement, since March 31, 2011, Seller has operated the Branch Offices in the Ordinary Course of Business and in substantially the same manner as previously conducted by Seller. Without limiting the generality of the foregoing, since March 31, 2011, Seller has not, except as disclosed in Schedule 3.18:
(a) suffered any change which has had or is reasonably likely to have a Material Adverse Effect with respect to the Branch Offices, the Transferred Assets or Assumed Liabilities or Seller’s ability to consummate the transactions contemplated by this Agreement;
(b) except in the Ordinary Course of Business, (i) sold, transferred, leased, pledged, mortgaged, or otherwise encumbered or agreed to sell, transfer, lease, pledge, mortgage or otherwise encumber, any of the Transferred Assets or the Assumed Liabilities or rights with respect thereto, or (ii) canceled, waived, compromised or agreed to cancel, waive or compromise any debts, claims or rights with respect to the Transferred Assets or Assumed Liabilities;
(c) made or permitted any amendment, termination, lapse of, or waiver or consent to, any Assumed Contract, lease, agreement, consent, license or Permit with respect to the Branch Offices;
(d) made any change in any method of management or operation of the Branch Offices not in the Ordinary Course of Business or any accounting change, except as may be required by GAAP or generally applicable regulatory requirements;
(e) granted any increase in the compensation of its officers or Employees located at the Branch Offices (including any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), except for periodic increases in the Ordinary Course of Business made pursuant to established compensation policies applied on a basis consistent with that of the prior year, other than increases and payments necessary, in the employer’s reasonable discretion, to maintain and preserve the operation of the Branch Offices;
(f) except for the Inter-Bank Transfer, caused the Branch Offices to transfer to Seller’s other operations any deposits other than deposits securing any loans, except in the Ordinary Course of Business at the unsolicited request of depositors, or caused any of Seller’s other operations or customers to transfer to the Branch Offices any deposits or loans, except in the Ordinary Course of Business at the unsoli...
Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any:
(a) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee;
(b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary;
(c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary;
(d) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business;
(e) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary;
(f) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000;
(g) m...
Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, from the Balance Sheet Date, there has not been:
(a) Any transaction involving more than $50,000 entered into by INT'X.xxx or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'X.xxx or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'X.xxx's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'X.xxx's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'X.xxx or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate;
(b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'X.xxx or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'X.xxx or any Subsidiary of any outstanding shares of capital stock, any INT'X.xxx Option, or other securities of, or other equity or ownership interests in, INT'X.xxx or any Subsidiary;
(c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business;
(d) Any amendment of any term of any outstanding security of INT'X.xxx;
(e) Any incurrence, assumption or guarantee by INT'X.xxx or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000;
(f) Any creation or assumption by INT'X.xxx or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,000;
(g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'X.xxx or any Subsidiary;
(h) Any sale, lease, pledge, transfer or other disposition of any material capital asset;
(i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'X.xxx or any Subsidiary relating to its assets or business (including the acquisition or disposition of...
Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any:
(a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders;
(b) amendment to the Governing Documents of Seller;
(c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee;
(d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan;
(e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset;
(f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000);
(g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset;
(h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000);
(i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller;
(j) material change in the accounting methods used by Seller; or
(k) Contract by Seller to do any of the foregoing.
Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has not been:
(a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers;
(b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary;
(c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each c...
Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure Schedule, since the Balance Sheet Date, the Company has conducted its business only in the Ordinary Course of Business and none of the following actions or events has occurred:
(a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect;
(i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities;
(c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company;
(d) any amendment or waiver of any of the rights of the Company under any share purchase agreement;
(e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company;
(f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person;
(g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate;
(h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract;
(i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business;...
Absence of Certain Changes and Events. Since December 31, 2015, no event or events have occurred that had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Acquiror.
Absence of Certain Changes and Events. Other than as a result of the transactions contemplated by this Agreement, since the Balance Sheet Date, there has not been:
Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, since the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, has conducted its business only in the ordinary course of business and there has not been any:
a) change in Seller's ownership or grant of any options to purchase any ownership interest;
b) payment or increase by Seller, or Eateries as it relates to the Restaurants, of any bonuses, salaries, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date;
c) adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the Restaurants;
d) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the Restaurants, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Restaurants;
e) entry into, termination of, or receipt of notice of termination of any contract other than in the ordinary course of business, provided such contract is terminable upon not less than thirty (30) day notice to the contracting party thereunder; or
f) sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any asset or property of a Restaurant or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of any Restaurant.
