Common use of Absence of Certain Changes, Etc Clause in Contracts

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since December 31, 2017: (a) there has been no Material Adverse Change in Schyan; (b) Schyan has not: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Schyan; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice; (v) conducted its operations other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction or Contracts entered into in the ordinary course of business; and (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Schyan’s share capital.

Appears in 2 contracts

Samples: Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement

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Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation and this Agreement, since December 31, 2017incorporation: (a) there has been no Material Adverse Change in Schyanto Acpana; (b) Schyan Acpana has not: : (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; ; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Schyan; Acpana; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; equipment in excess of $250,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice; ; (v) conducted its operations other than in all material respects in the normal course of business; ; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction transactions or Contracts entered into in the ordinary course of business; and or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to SchyanAcpana’s share capitalcapital stock.

Appears in 1 contract

Samples: Amalgamation Agreement

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since December January 31, 20172018: (a) there has been no Material Adverse Change in SchyanMetropolitan; (b) Schyan Metropolitan has not: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on SchyanMetropolitan; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; (iv) made or agreed to make any material increase in the compensation payable to any employee Employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice; (v) conducted its operations other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction or Contracts entered into in the ordinary course of business; and (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to SchyanMetropolitan’s share capital.

Appears in 1 contract

Samples: Business Combination Agreement

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation and this Agreement, since December 31November 13, 20172014: (a) there has been no Material Adverse Change in SchyanXxxxxxxx; (b) Schyan Xxxxxxxx has not: : (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; ; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Schyan; Xxxxxxxx; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; equipment in excess of $100,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice; ; (v) conducted its operations other than in all material respects in the normal course of business; ; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction transactions or Contracts entered into in the ordinary course of business; and and (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Schyan’s share capitalXxxxxxxx’x capital stock.

Appears in 1 contract

Samples: Amalgamation Agreement

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Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation and this Agreement, since December 31, 20172019: (a) there has been no Material Adverse Change in Schyanto Kuya; (b) Schyan Kuya has not: : (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; ; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Schyan; Kuya; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; equipment in excess of $200,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice; ; (v) conducted its operations other than in all material respects in the normal course of business; ; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction transactions or Contracts entered into in the ordinary course of business; and or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Schyan’s share capitalKuya's capital stock.

Appears in 1 contract

Samples: Amalgamation Agreement

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